Retained Liabilities has the meaning set forth in Section 2.4.
Excluded Liabilities has the meaning set forth in Section 2.4.
Senior Liabilities means the Senior Lender Liabilities and the Hedging Liabilities.
Purchaser Indemnitees has the meaning set forth in Section 7.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Assumed Liabilities has the meaning set forth in Section 2.3.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Assumed Obligations has the meaning specified in Section 2.2.
Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.