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
No such transfer shall be consummated unless the PGAs, NEWCO, NOLHGA and the Receiver agree that the financial strength of the Commercial Insurer is adequate to provide reasonable assurances that the Commercial Insurer will be able to discharge all NEWCO Liabilities as transferred to the Commercial Insurer.
AND TRANSFER OF NEWCO LIABILITIES 25 Section 6.1 Guarantees by Life Insurance Companies and Supplemental Benefits Participating Companies 25 Section 6.2 Future Transfer of NEWCO Liabilities 25 ARTICLE 7.
More Definitions of Newco Liabilities
Newco Liabilities has the meaning given to such term in the Contribution and Distribution Agreement.
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:
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. The Post Retirement Liability, the Accrued Liabilities and the BCBSUW Note.
Newco Liabilities means, without duplication:
Newco Liabilities means all (i) Liabilities of the Newco Group under this Agreement and (ii) except as otherwise specifically provided herein or in any Ancillary Agreement, other Liabilities, whether arising before, on or after the Distribution Date, of or relating to the Newco Group or arising from or in connection with the conduct of the Newco Business or the ownership or use of assets in connection therewith, including, without limitation, any Liabilities arising under or relating to Environmental Laws. Notwithstanding the foregoing, "Newco Liabilities" shall exclude (x) any Liabilities for Taxes (since such Liabilities shall be governed by the Tax Separation Agreement) and (y) any Liabilities specifically retained or assumed by TMP pursuant to this Agreement.