Transferred Liabilities has the meaning set forth in Section 2.02(a).
Covered Liabilities as defined in Subsection 11.21.
Assumed Liabilities has the meaning set forth in Section 2.3.
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Retained Liabilities has the meaning set forth in Section 2.4.
Excluded Liabilities has the meaning set forth in Section 2.4.
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Transferred Assets has the meaning set forth in Section 2.1.
Reinsured Liabilities means the General Account Liabilities and the Separate Account Liabilities.
related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;
Retained Assets has the meaning set forth in Section 2.2.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.
Assumed Obligations has the meaning specified in Section 2.2.
Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.
Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;
Subordinated Liabilities means liabilities subordinated to Borrower’s obligations to Lender in a manner acceptable to Lender in its sole discretion.
collective investment undertaking or ‘CIU’ means a UCITS as defined in Article 1(2) of Directive 2009/65/EC of the European Parliament and of the Council (2) or an alternative investment fund (AIF) as defined in point (a) of Article 4(1) of Directive 2011/61/EU of the European Parliament and of the Council (3);
Purchased Assets has the meaning set forth in Section 2.1.
Transferred Entities means the entities set forth on Schedule 1.9.
Specified Liabilities means Claims (as defined in the Indemnification Agreement).
Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.
Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.
Transferred Subsidiaries shall have the meaning set forth in the Recitals.