Contributed Liabilities definition

Contributed Liabilities shall have the meaning set forth in Section 4(b).

Contributed Liabilities means with respect to any Parent Party, (i) the liabilities, obligations and commitments contained in the Contracts primarily relating to such Parent Party's Existing Business, (ii) all accounts payable of such Parent Party and its Affiliates arising primarily out of the operation or conduct of its Existing Business prior to the Closing and (iii) all other liabilities, obligations and commitments of such Parent Party or its Affiliates of any nature whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, arising primarily out of the operation or conduct of its Existing Business before, on or after the Closing Date.

Contributed Liabilities means, with respect to MUFG or its Contributing Subsidiaries, the MUS Contributed Liabilities, and with respect to MS or its Contributing Subsidiaries, the MSJS Contributed Liabilities and the IBD Contributed Liabilities, as applicable.

Examples of Contributed Liabilities in a sentence

• At the Closing, MUMSS will be an entity duly organized and validly existing under the laws of Japan and will have all requisite corporate power and authority to own and operate, as applicable, the MUS Contributed Assets, the MUS Contributed Liabilities, the MUS Contributed Business, the IBD Contributed Assets, the IBD Contributed Liabilities and the IBD Contributed Business as currently conducted or as proposed to be conducted from and after the Closing.

• At the Closing, MSJS will be an entity duly organized and validly existing under the laws of Japan and will have all requisite corporate power and authority to own and operate, as applicable, the MSJS Contributed Assets, the MSJS Contributed Liabilities, and the MSJS Contributed Business (other than the IBD Contributed Assets, the IBD Contributed Liabilities and the IBD Contributed Business) as currently conducted or as proposed to be conducted from and after the Closing.

• Notwithstanding anything to the contrary herein, in no event will any Corporation Indemnitee have the right to seek indemnification from any Person in the Corporation Group with respect to any claim or demand against any Person in the LLC Group for the satisfaction of the Contributed Liabilities.

• From and after the Time of Transfer, the Operating Partnership shall assume, pay, perform and discharge all liabilities and obligations (including performance obligations) of Contributor with respect to the Contributed Assets and shall accept the Contributed Assets subject to the Contributed Liabilities and Contributor's servicing and other performance obligations pursuant to the Contributed Agreements.

• As of the date hereof, the Company (i) does not have any assets other than the Contributed Assets and any assets acquired pursuant to its operation of the Brand Business in the ordinary course consistent with past practice and (ii) does not have any Liabilities other than the Contributed Liabilities and Liabilities incurred pursuant to its operation of the Brand Business in the ordinary course consistent with past practice.

More Definitions of Contributed Liabilities

Contributed Liabilities means the liabilities contributed (directly or indirectly) to the Company pursuant to the terms of the Contribution Agreement.

Contributed Liabilities means with respect to any Parent Party,

Contributed Liabilities means the Citigroup Contributed Liabilities or the Mxxxxx Sxxxxxx Contributed Liabilities, or both, as the context requires.

Contributed Liabilities means (without duplication) (a) all Liabilities primarily related to, arising out of or resulting from the operation or conduct of the Animated Motion Picture Business, including any Liabilities to the extent relating to, arising out of or resulting from any Contributed Asset, in each case whether arising before, on or after the Separation Date, (b) all Shared Contract Liabilities, whether arising before, on or after the Separation Date, (c) all Liabilities of, or relating to, DWA Employees arising out of, or resulting from future, present or former employment with the Animated Motion Picture Business (including any Liabilities relating to, arising out of or resulting from any Plan to the extent they relate to DWA Employees), (d) the Revolver Debt that the Corporation expressly assumes on the Separation Date, (e) all Liability for the Advances (as defined in the Universal Agreement) that the Corporation expressly assumes pursuant to the Universal Interparty Agreement, (f) all Liability for the subordinated debt that the Corporation expressly assumes pursuant to the HBO Loan Agreement, (g) all Liabilities relating to the actions, suits, claims and proceedings listed on Schedule 1.01(d), (h) all Liabilities primarily related to, arising out of or resulting from the merger of PDI and Merger Sub, including, without limitation, any claim brought by or on behalf of a stockholder of PDI, (i) all Liabilities primarily related to the business and operations of PDI, (j) all Liabilities of the LLC under any agreement between the LLC and any of the directors or director nominees of the Corporation entered into prior to the Separation Date that indemnifies such directors or directors nominees for actions taken in their capacity as directors or director nominees of the Corporation (or, in the case of Roger Enrico, as an employee of the Corporation) and (k) all Liabilitixx xxxx xxx Corporation expressly assumes pursuant to the Animated Film Assumption Agreement.

Contributed Liabilities means (without duplication) the following, which, for the avoidance of doubt, shall be assumed by the Landlord in connection with the consummation of the Assumption:

Contributed Liabilities means all Liabilities (as defined in the Contribution Agreement) of HII and its Subsidiaries other than the Retained Liabilities including without limitation any costs, expenses or liabilities incurred by the Retained Companies in connection with the Transactions prior to the Effective Time and, without limiting the generality or effect of the foregoing, all liabilities or obligations, whether arising by contract or otherwise to any Person relating to, resulting from or arising out of any franchise or similar agreement or any of HII's franchising business, whether such liability arises or is first asserted prior to or after the Effective Time.

Contributed Liabilities means the Contributed Portion of each of the Assumed Liabilities.