Company Retained Liabilities definition

Company Retained Liabilities has the meaning set forth in Section 6.17 of the Company Disclosure Letter.
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Company Retained Liabilities means all liabilities or obligations of any character or nature (whether known or unknown, absolute or contingent, disclosed or undisclosed) that are not Reinsured Liabilities or otherwise required to be paid by Reinsurer to the Company pursuant to the express terms and conditions of this Agreement or the Administrative Services Agreement. By way of illustration but without limitation to or exclusion of any category of Company Retained Liability not specifically enumerated herein, the Company Retained Liabilities shall include any liability or obligation arising from any of the following: (a) Premium taxes due in respect of Premiums paid prior to the date hereof or on account of the Premiums Receivable; (b) the Excluded Assets or Excluded Contracts (each of which is defined in the Purchase Agreement); (c) Litigation against the Company with respect to the Business that is pending on the date hereof or that arises with respect to events occurring prior to the date hereof; (d) any Seller Extra Contractual Obligations; and (d) any income Taxes of the Company resulting from the transfer or assignment to Reinsurer of the Transferred Investment Assets, Net Transfer Amount or Purchased Assets (each of which are defined in the Purchase Agreement).
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Company Retained Liabilities means (a) all liabilities, obligations and expenses arising out of acts, errors or omissions taken or omitted to be taken by the Company, its Affiliates or their directors, officers, employees, agents or representatives (other than liabilities, obligations and expenses arising under the express terms and conditions of the Reinsured Policies), which shall include any liability for fines, penalties, forfeitures, punitive, special, incidental, exemplary, treble or any other form of extra contractual damages, in each case, relating to or arising from: (i) the form, marketing, underwriting, production, issuance, cancellation or administration of the Reinsured Policies, (ii) the investigation, defense, trial, settlement or handling of claims or any other payments arising out of or relating to the Reinsured Policies, or (iii) the failure to pay or the delay in payment of claims or any other amounts due or alleged to be due under or in connection with the Reinsured Policies, or (b) all liabilities, obligations, expenses, payments, settlements or judgments of any kind, including the payment of cash, the restructuring or crediting of account values or the waiver, amendment or elimination of surrender charges or any other terms, conditions or limitations of the Reinsured Policies, resulting from any litigation or class actions, whether or not certified or putative, that are brought in connection with the Reinsured Policies. 3. Section 11.7 shall be deleted in its entirety and replaced with the following:
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Examples of Company Retained Liabilities in a sentence

  • It is understood and agreed by the parties that in no event shall Reinsurer assume, or have any responsibility or obligation for, any Company Retained Liabilities.

  • Notwithstanding anything in this Agreement to the contrary, without the Company's prior written consent, the Reinsurer shall not pay any portion of or settle any claim involving Company Retained Liabilities or admit liability on the part of the Company with respect to such claim.

  • In lieu of participating with the Company in the defense of any claim involving both Company Retained Liabilities and Reinsured Liabilities under the Reinsurance Agreement, the Reinsurer may elect to pay to the Company the portion of such claim which is reinsured under the Reinsurance Agreement, following which the Company shall be solely responsible for resolving the remainder of such claim at its own expense.

  • Reinsurer shall notify the Company promptly of claims made under the Reinsured Contracts that involve Company Retained Liabilities.

  • The parties shall mutually agree on an appropriate response to any claims under the Reinsured Contracts that involve both Company Retained Liabilities and Reinsured Liabilities under the Reinsurance Agreement and hereby agree to cooperate and coordinate in resolving any and all such claims.

  • Notwithstanding the foregoing, the Pre-Closing Excluded Liabilities shall not include and Keystone shall retain the liabilities set forth on Exhibit E hereto (the "Company Retained Liabilities").

  • The Buyer shall have delivered, at no cost to Buyer, to the Seller evidence that the Seller and any other HCC Consolidated Group member (other than the Company) will upon the Closing be released from guarantees, liabilities or obligations in respect of any existing liabilities or guarantees by the Seller or other HCC Consolidated Group member for the Company Retained Liabilities, including but not limited to the lease disclosed on Schedule 3.5(a).

  • The purpose of Paragraph 5.5(b) is to insure that, at the time of the acquisition of Keystone by TAGZ, Keystone will not have any obligations or liabilities that have or may have arisen from the conduct of its business or its operations, or from any other activity, prior to the Closing, other than the Company Retained Liabilities.


More Definitions of Company Retained Liabilities

Company Retained Liabilities has the meaning set forth in the Reinsurance Agreement.
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Company Retained Liabilities shall have the meaning ascribed thereto in paragraph 3.10 of this Agreement. Certain other matters are also specifically identified as "Company-Retained Liabilities" elsewhere in this Agreement and the Schedules hereto.
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Company Retained Liabilities means:
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Company Retained Liabilities means all liabilities and obligations of HCC, the Seller or any member of the HCC Consolidated Group relating specifically to the operation of the business of the Company, including without limitation: (i) all liabilities and obligations relating to employee wages and benefits; (ii) the purchase or sale of goods or services in the ordinary course of business; (iii) the lease or license of any real or personal property; (iv) Second Half Bonus Payments (as defined in Section 1.9(e) below) to the extent Buyer has received an adjustment to the Total Purchase Price therefor in accordance with Section 1.9(e); (v) the obligation to produce and deliver Products to the Company’s existing subscribers and purchasers; (vi) all liabilities and obligations related to the Lease arising or accruing from and after the Closing; and (vii) any other liability relating to the foregoing, but excluding (A) any Intercompany Balances, (B) any Seller Retained Liabilities, or (C) any liabilities or obligations incurred by Seller or HCC in providing management and/or administrative support for the Company to the extent such exclusion is consistent with the preparation of the Base Balance Sheet.
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Company Retained Liabilities. As defined in Section 2.7(a).
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Company Retained Liabilities means the Liabilities to be retained by the Company Group set forth on Schedule 1(f).
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Related to Company Retained Liabilities

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • 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;

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Covered Liabilities as defined in Subsection 11.23.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Retained Assets has the meaning set forth in Section 2.2.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Company Reimbursable Costs means the actual costs and expenses incurred by Company and/or its Affiliates in connection with performance of the Company Work or otherwise incurred by Company and/or its Affiliates in connection with this Agreement, and including, without limitation, any such costs that may have been incurred by Company and/or its Affiliates in connection with the Company Work or this Agreement prior to the Effective Date. These Company Reimbursable Costs shall include, without limitation, the actual expenses for labor (including, without limitation, internal labor), services, materials, subcontracts, equipment or other expenses incurred in the execution of the Company Work, all applicable overhead, overtime costs, all federal, state and local taxes incurred (including, without limitation, all taxes arising from amounts paid to Company that are deemed to be contributions in aid of construction), all costs of outside experts, consultants, counsel and contractors, all other third-party fees and costs, and all costs of obtaining any required permits, rights, consents, releases, approvals, or authorizations acquired by or on behalf of Company, including, without limitation, the Required Approvals.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Tax Liabilities means all liabilities for Taxes.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.