Instruments Liabilities definition

Instruments Liabilities means, collectively, all the Liabilities of IB, ----------------------- the IB Subsidiaries and the other members of the Instruments Group after giving effect to the Corporate Reorganization Transactions and the Distributions, including:
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Instruments Liabilities in that Article shall be read to include all Liabilities relating to the Intellectual Property to be owned, licensed to or otherwise held by IB or the IB Subsidiaries under this Agreement. The term "Semiconductor Equipment Liabilities" in that Article shall be read to include all Liabilities relating to the Intellectual Property to be owned, licensed to or otherwise held by SEB or the SEB Subsidiaries under this Agreement. The term "Third Party Claim" in that Article shall be read to include all claims or demands made by any Person that is not a party to this Agreement or a Subsidiary thereof concerning the Intellectual Property, including claims for Infringement accruing or arising before the Distribution Date. Furthermore, no party shall be entitled to any indemnification under this Agreement, the Distribution Agreement, or any other agreement contemplated herein, by virtue of having used, practiced or applied the grants of license as provided by the other parties in Article III.
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Examples of Instruments Liabilities in a sentence

  • Profit or loss of Derivative Instruments (Assets) is exposed under Derivative Instruments (Liabilities).

  • IB shall, and shall cause the other members ----------------------- of the Instruments Group to, assume, pay, perform and discharge all Instruments Liabilities in accordance with their terms, when determinable, and otherwise in accordance with the practice of the parties before the Distributions.

  • Except as otherwise provided in -------------------------------- Section 8.01, Insurance Proceeds received with respect to claims, costs and expenses under the Company Policies shall be paid to HCS with respect to Health Care Systems Liabilities that are Insured Claims, to IB with respect to Instruments Liabilities that are Insured Claims and to SEB with respect to Semiconductor Equipment Liabilities that are Insured Claims.

  • IB and SEB, respectively, --------------------------------- shall assume all direct and indirect administrative costs associated with the Varian Profit-Sharing Plan with respect to Active Employees of the Instruments Group and the Semiconductor Equipment Group, respectively, which would otherwise be borne by HCS, and such costs shall constitute Instruments Liabilities and Semiconductor Equipment Liabilities, respectively.

  • Except for Insurance Proceeds paid to or on behalf of any member of the Health Care Systems Group or the Semiconductor Equipment Group at the direction of IB in satisfaction of a claim that would otherwise be subject to indemnification by IB under Article VII, IB shall be entitled to receive from Varian any Insurance Proceeds with respect to any IB Claims under the Company Policies, including reimbursement for Instruments Liabilities.

  • The term "Instruments Liabilities" in that Article shall be read to include all Liabilities relating to the Intellectual Property to be owned, licensed to or otherwise held by IB or the IB Subsidiaries under this Agreement.

  • IB shall be responsible for Claims --------------------- Administration with respect to any Instruments Liabilities, Instruments Assets or any claims as to which the Instruments Group has rights of reimbursement or subrogation under this Agreement or any Ancillary Agreement.

  • As of the Effective Time, all Liabilities (including administrative expenses) under the Varian Welfare Plans with respect to Active Employees of the Instruments Group and Former Instruments Employees shall be assumed by the Instruments Group and shall constitute Instruments Liabilities.

  • On the Distribution Date, IB shall assume (or --------------------- shall cause one of its Subsidiaries to assume) (i) the prosecution of all claims which are Instruments Assets and are pending on the Distribution Date, and (ii) control of the defense against all Third Party Claims which are Instruments Liabilities and are pending on the Distribution Date, including, in each case, those set forth on Schedule 7.09(a).

  • As of the Effective Time, all Liabilities (including administrative expenses) under the Varian Welfare Plans with respect to Active Employees of the Instruments Group and their dependents shall be assumed by the Instruments Group and shall constitute Instruments Liabilities.

Related to Instruments Liabilities

  • Covered Liabilities as defined in Subsection 11.21.

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

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

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

  • 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.

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

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

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • 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.

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

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

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

  • 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;

  • Deposit Liabilities means all of Seller’s duties, obligations, liabilities (including accrued interest) relating to the deposit accounts, including, without limitation, all demand, time, savings and individual retirement accounts, located at the Offices as of the Effective Date, as listed as deposits in Exhibit 1.3(a), with the exception of those specifically not assumed by Buyer pursuant to Section 1.2(c).

  • Existing Obligations means the “Obligations” as defined in the Existing Credit Agreement.

  • Borrower's Liabilities means Borrower’s obligations under this Agreement and any other Transaction Documents.

  • 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.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • General Liabilities shall have the meaning given it in Article III, Section 6(b) of this Declaration of Trust;

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • 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;

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • related liabilities means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;