Carrier Liabilities definition
Carrier Liabilities means the following Liabilities of any of the Parties or any members of their respective Groups:
Carrier Liabilities shall have the meaning set forth in Section 2.3(a).
Carrier Liabilities means, (a) any Liability that is not a Chubb Liability, (b) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from the Pre-Closing Restructuring and (c) any Parent Transaction Expenses.
Examples of Carrier Liabilities in a sentence
For the avoidance of doubt, from and after the applicable Effective Time, neither UTC nor any member of its Group (including any UTC Captive Entity) shall have any Liability or obligation whatsoever with respect to any Carrier Captive Liabilities or any Otis Captive Liabilities, each of which shall be Carrier Liabilities or Otis Liabilities, respectively, for all purposes hereunder.
Purchaser acknowledges and agrees that none of Parent or any Affiliate thereof, or any other Person or entity on behalf of Parent or any Affiliate thereof, has made or makes, and Purchaser has not relied upon, any representation or warranty, whether express or implied, with respect to the Carrier Assets or the Carrier Liabilities.
More Definitions of Carrier Liabilities
Carrier Liabilities means, (a) any Liability relating to, arising out of, or resulting from, any Carrier Asset, (b) any Liability of Parent and its Subsidiaries that is not a ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (c) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from, the matters set forth on Schedule IV, (d) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from the Pre-Closing Restructuring (other than any amounts to the extent expressly included in Indebtedness of the Transferred Entities, as of immediately prior to Closing, Cash or Working Capital), (e) any Parent Transaction Expenses, (f) any Parent Tax Liability and (g) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from, the matters set forth on Schedule VI.
Carrier Liabilities means, (a) any Liability relating to, arising out of, or resulting from, any Carrier Asset, (b) any Liability of Parent and its Subsidiaries that is not a Noel Liability, (c) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from, the matters set forth on Schedule IV, (d) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from the Pre-Closing Restructuring (other than any amounts to the extent expressly included in Indebtedness of the Transferred Entities, as of immediately prior to Closing, Cash or Working Capital), (e) any Parent Transaction Expenses, (f) any Parent Tax Liability and (g) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from, the matters set forth on Schedule VI.
Carrier Liabilities means, (a) any Liability that is not a Chubb Liability, (b) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from the Pre-Closing Restructuring and (c) any Parent Transaction Expenses, in each case excluding any Canadian Transfer Liabilities.
Carrier Liabilities set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows: