Newco Liabilities definition

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

Newco Liabilities means the following Liabilities of either Vornado or Newco or any member of their respective Groups:

Newco Liabilities means, collectively, (i) all the Liabilities of Newco under this Agreement, (ii) all the Liabilities arising out of or in connection with or otherwise relating to (A) the Assumed Liabilities, (B) the Liabilities of Newco and the Newco Subsidiaries, whether incurred before or after the Effective Time, and (C) the assets and conduct of the business of Newco and the Newco Subsidiaries, whether incurred before or after the Effective Time, but shall exclude the liabilities and benefits of Wellsford Parent under the Tri-Party Agreement.

Examples of Newco Liabilities in a sentence

• The applicable members of the Newco Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the Newco Liabilities in accordance with their respective terms.

• If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Newco Liabilities shall otherwise become assignable or able to be novated, Vornado shall promptly assign, or cause to be assigned, and Newco or the applicable Newco Group member shall assume, such Unreleased Newco Liabilities without exchange of further consideration.

• The parties further agree to treat the sale by the Company to Newco of the Newco Assets and the assumption by Newco of the Newco Liabilities as occurring for federal income tax purposes prior to the close of business on the day on which the closing of the Merger and the Closing occur, provided that Parent and Newco agree that such position will more likely than not be sustained if challenged by the Internal Revenue Service.

• Subject to the satisfaction or waiver of the conditions set forth in Section 9.1 of this Agreement, the sale and transfer of the Newco Assets and the assumption of the Newco Liabilities to be assumed pursuant to Section 2.2 shall take place on the Closing Date at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP immediately after the Effective Time (the “Closing”).

• In addition, the project developed a diagnostic that distinguishes vaccinated animals from those that have been exposed to the virus.

More Definitions of Newco Liabilities

Newco Liabilities has the meaning given to such term in the Contribution and Distribution Agreement.

Newco Liabilities. The Post Retirement Liability, the Accrued Liabilities and the BCBSUW Note.

Newco Liabilities has the meaning set forth in Section 4.1. Section 1.50 “NEWCO Regulator” has the meaning set forth in Section 2.4.1.

Newco Liabilities means all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), of Weyerhaeuser or any other member of Weyerhaeuser Group arising out of or primarily relating to the Newco Assets, the Newco Business or the operation or conduct of the Newco Business prior to, on or after the Contribution Date, excluding the Retained Liabilities, which Newco Liabilities shall include (in each case, other than the Retained Liabilities):

Newco Liabilities means, without duplication:

Newco Liabilities means: (i) any and all Liabilities: (a) to the extent arising out of or resulting from the operation or conduct of the Newco Business, as conducted at any time prior to, at or after the Separation 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, distributor or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Newco Group); (b) relating to the operation or conduct of any business (other than the Newco Business) conducted by any member of the Newco Group at any time after the Separation 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, distributor or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Newco Group); or (c) to the extent arising out of or relating to any Newco Asset, whether arising before, at or after the Separation Effective Time; (ii) the Liabilities set forth on Schedule 1.1(120)(ii); (iii) any and all Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by Newco or any other member of the Newco Group, and all agreements, obligations and Liabilities of Newco or any other member of the Newco Group under this Agreement or any of the Ancillary Agreements; (iv) the Newco Current Liabilities; (v) any and all Liabilities relating to, arising out of, or resulting from, whether prior to, at or after the Separation Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the Newco Business; (vi) any and all Newco Environmental Liabilities; (vii) any and all Liabilities relating to, arising out of or resulting from any Legal Proceeding related to the Newco Business, including the Legal Proceedings listed on Schedule 1.1(120)(vii); and (viii) any and all Liabilities relating to, arising out of or resulting from any Indebtedness (as defined in the Merger Agreement) of the Newco Business or any member of the Newco Group or any Indebtedness (as defined in the Merger Agreement) secured by any of the Newco Assets. Notwithstanding the foregoing, the Newco Liabilities shall not include any Liabilities that are expressly provided by this Agreement or by any Ancillary Agreement (or the Sc...

Newco Liabilities has the meaning set forth in Section 3.01(b) of the ----------------- Master Separation Agreement.