Spinco Assumed Liabilities Sample Clauses

Spinco Assumed Liabilities. All Liabilities arising from or relating to the Management Employment Agreements (other than accrued and unpaid compensation and expense reimbursement as of the Spin-Off Date). Any Liabilities of Cogint arising from (i) that certain Settlement Agreement, dated as of July 22, 2017, by and among TransUnion, TransUnion Risk and Alternative Data Solutions, Inc., Cogint, Inc., IDI Holdings, LLC, Interactive Data, LLC, Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx (the “Settlement Agreement”) and (ii) the BK IP Action, BK IP Appeal, IP Judgment Appeal, Datamyx Action, Xxxxxx Action and Tortious Interference/D&O Action (each as defined in the Settlement Agreement). For the avoidance of doubt, any Liability resulting from any Legal Proceeding commenced or threatened against Cogint or any of its Subsidiaries (after the Spin-Off), or their respective directors or officers, in each case arising from or directly related to any pre-Spin-Off acquisition transaction by a SpinCo Subsidiary, shall constitute SpinCo Liabilities and/or SpinCo Assumed Liabilities, but only to the extent not covered by insurance. Schedule 1.3 SpinCo Balance Sheet SPINCO CONSOLIDATED AND COMBINED BALANCE SHEETS (Amounts in thousands) (unaudited) June 30, 2017 ASSETS: Current assets: Cash and cash equivalents $ 19,248 Accounts receivable, net of allowance for doubtful accounts of $90 911 Prepaid expenses and other current assets 831 Total current assets 20,990 Property and equipment, net 1,012 Intangible assets, net 12,845 Goodwill 5,227 Other non-current assets 1,357 Total assets $ 41,431 LIABILITIES AND MEMBER’S CAPITAL: Current liabilities: Trade accounts payable $ 971 Accrued expenses and other current liabilities 9,327 Deferred revenue 50 Total current liabilities 10,348 Other non-current liabilities 500 Total liabilities 10,848 Total member’s capital 30,583 Total liabilities and member’s capital $ 41,431
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Spinco Assumed Liabilities. Effective as of the Distribution Effective Time or, with respect to each Inactive Employee, the earlier of twelve (12) months following the Distribution Date or the time such individual terminates employment with a member of the Remainco Group (including in connection with becoming a Spinco Transferred Employee), Spinco shall Assume: (i) except as set forth in Section 1.2(c), all Liabilities under all Remainco Benefit Arrangements relating to Spinco Transferred Employees or Spinco Former Employees, whenever incurred, only to the extent set forth in this Agreement; provided that Spinco shall reimburse the Remainco Group for any claim for benefits by any Spinco Transferred Employee or Spinco Former Employee (or their respective dependents) after the Distribution Effective Time that was incurred prior to the Distribution Effective Time under any Remainco Benefit Arrangement and that is not funded by an insurance policy, trust or similar funding arrangement, other than (x) severance payable to any Spinco Former Employee, which shall be addressed under Section 1.2(d); and (y) claims under a flexible spending account, which shall be addressed under Article V (the Liabilities described in this Section 1.2(b)(i), the “Assumed Remainco Benefit Liabilities”); (ii) except as set forth in Section 1.2(c), all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all Spinco Employees and Spinco Former Employees and their dependents and beneficiaries (and any alternate payees in respect thereof); and (iii) any other Liabilities expressly assigned to or Assumed or retained by any member of the Spinco Group under this Agreement or the Separation Agreement. (c)
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Spinco Assumed Liabilities. All Liabilities arising from or relating to the Management Employment Agreements (other than accrued and unpaid compensation and expense reimbursement as of the Spin-Off Date). All Liabilities relating to the ownership or exclusive license, prosecution of all applications therefor, and use of the Cogint trademark, including with respect to two the COGINT applications opposed by Gemalto Cogent, Inc. Gemalto Cogent Gemalto Cogent, Inc. v. Cogint, Inc., Opposition No. 91234742 with the Trademark Trial and Appeal Board on May 24, 2017. All Company Transaction Expenses (as defined in the Business Combination Agreement) not taken into account in the calculation of the Cash Dividend (as defined in the Business Combination Agreement). All Liabilities of any member of the Cogint Group arising from or relating to indemnification or exculpation of any person that was a director or officer of the Cogint Group at any time on or prior to the Business Transfer Time, and unrelated to the transactions contemplated by this Agreement and the Business Combination Agreement, but only to the extent not covered by insurance. The foregoing assumption shall in no way be deemed to impact, restrict, or limit the availability of any Person to any directors & officers’ insurance policy maintained by any Party or any Affiliate thereof. All Liabilities of Cogint and its Subsidiaries (other than Fluent and its Subsidiaries) arising from or relating the businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted prior to the Business Transfer Time by Cogint and its Subsidiaries (other than Fluent and its Subsidiaries), in each case, excluding any Liabilities of the Cogint Group to the extent primarily arising from or primarily related to (i) the Fluent Business, (ii) any Transaction Litigation and (iii) Taxes, which shall be governed by the Tax Matters Agreement. All Liabilities relating to (i) the use or calculation of the Spin-Off Ratio or (ii) any existing or former holder of Company Warrants or other Derivative Securities of Cogint seeking to assert any rights of a holder of Company Warrants or other Derivative Securities of Cogint pursuant to the terms and conditions of the agreements underlying such securities. Schedule 1.4 SpinCo Balance Sheet SPINCO CONSOLIDATED AND COMBINED BALANCE SHEETS (Amounts in thousands) (unaudited) June 30, 2017 ASSETS: Current assets: Cash and cash equivalents $ 19,248 Accounts ...
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Spinco Assumed Liabilities. Spinco shall, and shall cause the other members of the Spinco Group to accept, assume and agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their respective terms. Spinco and each other member of the Spinco Group shall be responsible for all Spinco Assumed Liabilities, regardless of when or where such Spinco Assumed Liabilities arose or arise, or the legal entity that incurred or holds the Spinco Assumed Liability (provided, however, that nothing contained herein shall preclude or inhibit Spinco from asserting against Third Parties any defense available to the Person that incurred or holds such Spinco Assumed Liability), or whether the facts on which they are based occurred prior to, at or subsequent to the Spinco Distribution, regardless of where or against whom such Spinco Assumed Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement;
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Spinco Assumed Liabilities. Effective as of the Equity Sale Closing Time or, with respect to each Inactive Employee, the earlier of twelve (12) months following the Closing Date or the time such individual terminates employment with a member of the Remainco Group (including in connection with becoming a Spinco Transferred Employee), Spinco shall Assume:
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Related to Spinco Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • 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:

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • 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.

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