Company Liabilities definition

Company Liabilities means (without duplication):

Company Liabilities means the Assumed Liabilities and any Liabilities of the Company and its Subsidiaries immediately prior to the Closing.

Company Liabilities means collectively, except as otherwise provided for in this Agreement or the Ancillary Agreements, any and all Liabilities that arise out of any act, omission, event or condition occurring or arising on or after the Closing Date relating to the ownership, operation or use of the business of the Company or any of its Post-closing Subsidiaries or the Transferred Assets by the Company or any of its Post-closing Subsidiaries. For the avoidance of doubt, the Company Liabilities do not include any Liabilities under the federal or any other securities laws relating to the Public Offering but do include all Liabilities relating to the Employment Agreements irrespective of whether occurring or arising prior to, on or after the Closing Date and all Liabilities relating to any Renewal Obligations.

Examples of Company Liabilities in a sentence

• Effective as of the Closing Date, the Company or one of its Post-Closing Subsidiaries shall assume and pay, perform and discharge (when due and payable) the Company Liabilities, and St. Xxxx shall retain and, pay, perform and discharge (when due and payable) the St. Xxxx Liabilities.

• Further, it is the intent of the Parties that the direct assumption by Crane Company of Crane Company Liabilities is made in connection with the Separation, including the transfer of the Crane Company Assets to Crane Company.

• Insurance Proceeds received with respect to claims, costs and expenses under the Third-Party Shared Policies shall be paid to or on behalf of Crane NXT, Co. under the relevant Third-Party Shared Policy, and Crane NXT, Co. shall thereafter administer the Third-Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Crane NXT Liabilities, and by paying the Insurance Proceeds to Crane Company with respect to Crane Company Liabilities.

• As of the date hereof, there are no liabilities or obligations of the Company ("Liabilities"), whether known or unknown, accrued, absolute, contingent or otherwise, and whether due or to become due, other than Liabilities that are reflected in the SEC Reports or the Financial Statements or Liabilities incurred since the date of the Financial Statements that are not and would not be, individually or in the aggregate, material to the Condition of the Company.

• In making its determination of the fair market values of individual properties, the Managing Member may first determine an aggregate value for the assets of the Company that takes into account the current trading price of the Class A Shares, the fair market value of the Membership Interests at such time and the amount of Company Liabilities.

More Definitions of Company Liabilities

Company Liabilities has the meaning set forth in Section 2.4.

Company Liabilities has the meaning set forth in Section 5.07(b).

Company Liabilities means all accrued liabilities or indebtedness of the Company, including, but not limited to, debt from borrowed money or capital leases, accounts payable, royalties payable, pre-Closing Taxes, accrued bonuses, accrued vacation, employee expense obligations including the employer portion of any employment or payroll taxes payable by the Company in connection with compensation (to the extent such compensation is payable on or prior to the Closing), which are required to be reflected on the Company’s balance sheet in accordance with GAAP, and other accrued liabilities relating to operations of the Company through the Effective Time as may be required under GAAP, and accrued and anticipated Transaction Expenses and Taxes relating to the Newco Spin-off (whether or not such Transaction Expenses would be required to be reflected on the Company’s balance sheet in accordance with GAAP).

Company Liabilities means all direct and indirect liabilities and obligations of the Company and its subsidiaries from time to time including the aggregate undistributed amounts due to Shareholders to pay Taiwanese taxes on any income allocated to them. In determining the amount of such liabilities, any contingent liabilities, guarantees or other amounts that are not recorded on the Company’s consolidated balance sheet shall be included and reserved against at the fair probable value thereof as reasonably determined by the Board of Directors in accordance with GAAP.

Company Liabilities means (excluding any Liabilities for Taxes, which shall be governed exclusively by the Tax Separation Agreement and the Tax Receivables Agreement, and in each case other than the Excluded Liabilities):

Company Liabilities shall have the same meaning as Automotive Liabilities in the Master Purchase Agreement.

Company Liabilities has the meaning assigned thereto in Section 10.1.