Abbott Liabilities Sample Clauses

Abbott Liabilities. Effective as of the Distribution Date, and except as expressly provided in this Agreement, Abbott shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities to the extent relating to, arising out of, or resulting from:
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Abbott Liabilities. Effective as of the Distribution Date, and except as expressly provided in this Agreement, Abbott shall retain and hereby agrees to pay, perform, fulfill and discharge all Liabilities to the extent relating to, arising out of, or resulting from: (i) the employment (or termination of employment) of each Abbott Retained Employee by the Abbott Group prior to, on, or after the Distribution Date (including all Liabilities to the extent relating to, arising out of, or resulting from Employment Taxes or any Abbott Benefit Plan); (ii) the employment, whether prior to, on, or after the Distribution Date, by the Abbott Group of all persons who work or worked primarily in the United States (other than Puerto Rico) and who are deceased, retired, terminated, on pay continuation leave, or on medical leave of absence for more than one year (including all Liabilities to the extent relating to, arising out of, or resulting from Employment Taxes or any Abbott Benefit Plan); (iii) medical and dental claims which are incurred by any U.S. Transferred Employee (or his or her beneficiaries) prior to the Transfer Date; 10 <Page> (iv) obligations, Liabilities and responsibilities under (A) the Abbott Retiree Medical Plan and the Abbott Retiree Life Plan for retirement eligible Transferred Employees (as more fully described in Section 6.2 of this Agreement), (B) the Abbott DCP (as more fully described in Section 7.3 of this Agreement), and (C) the grantor trusts of Transferred Employees (as more fully described in Section 7.4 of this Agreement); and (v) obligations, Liabilities and responsibilities expressly retained by Abbott pursuant to this Agreement. 2.2

Related to Abbott Liabilities

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Joint Liability Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • SpinCo Liability SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

  • Intercompany Liabilities Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • No Contingent Liabilities There are no known contingent liabilities of the Funds not disclosed and there are no legal, administrative or other proceedings pending, or to the knowledge of the Acquired Fund threatened, against the Acquired Fund or to the knowledge of the Acquiring Fund threatened against the Acquiring Fund which would materially affect its financial condition.

  • Excluded Liabilities Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

  • Company Debt Liability A Member will not be personally liable for any debts or losses of the Company beyond his or her respective Capital Contributions except as provided in Section 7.6 or as otherwise required by law.

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