CSC Liabilities definition

CSC Liabilities means any and all Liabilities to the extent arising out of: (a) the operation or conduct of the CSC Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); (b) the operation or conduct of any business conducted by any member of the CSC Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); or (c) any CSC Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time): (i) any Liabilities to the extent arising out of the CSC Contracts; (ii) any Corporate Liability; (iii) the CSC Sharing Percentage of any Shared Contingent Liability; (iv) any Liabilities to the extent arising out of any (x) Actions or disputes related to the CSC Business and (y) Actions or disputes set forth on Schedule 1.1(dd)(iv); (v) any Liabilities assumed or retained by the CSC Group pursuant to this Agreement or the Ancillary Agreements; (vi) any Liabilities to the extent arising out of any infringement by the CSC Business of the Intellectual Property of any other Person or breach by the CSC Business of any Contract relating to Intellectual Property; (vii) any Liabilities to the extent arising out of any (A) violation prior to the Effective Time of any Environmental Laws by the CSC Group or the conduct of the CSC Business, (B) use, treatment, or disposal prior to the Effective Time of Materials of Environmental Concern by or on behalf of the CSC Group or in the conduct of the CSC Business or (C) presence of Materials of Environmental Concern at, or release of Materials of Environmental Concern from any CSC Assets; (viii) any Liabilities to the extent arising out of any Discontinued Operation that was not related to the Computer Sciences GS Business; (ix) any Liabilities arising out of Indebtedness (other than capital leases) of CSC or any of its Subsidiaries (including the Computer Sciences GS Group) i...
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CSC Liabilities means any and all Liabilities to the extent arising out of: (a) the operation or conduct of the CSC Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); (b) the operation or conduct of any business conducted by any member of the CSC Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); or (c) any CSC Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time):
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CSC Liabilities means (i) Liabilities of CSC under this Agreement or any Ancillary Agreement, (ii) Liabilities, other than Spinco Liabilities, incurred in connection with the conduct or operation of the CSC Business or the ownership, leasing or use of the CSC Assets (including liabilities arising under contracts, real property and leasehold interests), whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising before, on or after the Distribution Date, (iii) Divested Business Liabilities and (iv) Identified Non-Operating Real Property Liabilities. DISTRIBUTION is defined in the Background to this Agreement.
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Examples of CSC Liabilities in a sentence

  • Results are shown in figure S7 for simulations (red dots) and experiments (blue dots).

  • For the avoidance of doubt, CSRA and the CSRA Group shall not assume, and following the Effective Time CSC and the CSC Group shall be solely responsible for and shall retain, any CSC Liabilities.

  • Whether or not any such consent, approval, substitution or amendment is obtained, nothing in this paragraph (d) shall in any way limit the obligations of CSC in respect of its indemnification of Spinco Indemnitees for the CSC Liabilities pursuant to Article V hereof.

  • Whether or not any required consent or governmental authorization is obtained, or any Asset or Liability is transferred or assumed, as the case may be, on or prior to the Distribution Date, nothing in this paragraph (c) shall in any way limit the obligations of Spinco to indemnify the CSC Indemnities (as defined in Section 5.1) for Spinco Liabilities pursuant to Section 5.1 or the obligations of CSC to indemnify Spinco Indemnities (as defined in Section 5.2) for CSC Liabilities pursuant to Section 5.2.

Related to CSC Liabilities

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

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

  • 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.

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

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

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

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • 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;

  • 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;

  • Covered Liabilities as defined in Subsection 11.23.

  • 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;

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • 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;

  • 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.

  • 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.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Hedge Liabilities means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

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

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

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.