Other Business Liabilities definition

Other Business Liabilities means any and all Losses or obligations of any Company or Subsidiary or any Seller or any Affiliate of any Seller (including any current or former subsidiaries and affiliates), and any contractual liability of such entities, arising out of, related to or incurred (whether before or after the Closing) in connection with any business other than the Acquired Business.
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Other Business Liabilities means all debts, obligations and other liabilities of any kind or nature (whether known, unknown, accrued, or not accrued, absolute or contingent, liquidated or unliquidated, due or to become due, asserted or unasserted or otherwise) whether now existing or hereafter arising, relating to, based upon, resulting from, or arising out of the Other Business or the Other Business Transfer, including, without limitation, any obligations or liabilities relating to product liability matters, warranty claims, failure to comply with applicable laws, personal injury and property damage matters, environmental matters, worker health and safety matters and Taxes resulting from or related to the Other Business or the Other Business Transfer.
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Other Business Liabilities shall have the meaning set forth in the CBNA Transaction Agreement.
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Examples of Other Business Liabilities in a sentence

  • Holding and the Company hereby represent and warrant that no assets of Fluent will be transferred in connection with the Spin-Off and that the Selling Companies do not hold and will not incur any of the Other Business Liabilities or any other Liabilities of or related to the Spin-Off.

  • Holding and the Company hereby represent and warrant that Holding and the Company shall take all actions necessary to (a) complete the transfer of the Spin-Off Entities and (b) cause all of the Other Business Liabilities to be transferred to and paid, performed or assumed by the Spin-Off Entities in accordance with the terms and conditions of those agreements and other documents attached hereto as Exhibit A and in compliance will all applicable Law.

  • Prior to the First Effective Time, Holding, the Company and their Affiliates shall take all actions necessary to (a) complete the transfer of the Spin-Off Entities, and (b) cause all of the Other Business Liabilities to be transferred to and paid, performed or assumed by the Spin-Off Entities in accordance with the terms and conditions of those agreements and other documents attached hereto as Exhibit A.

  • If following the Closing, either party reasonably determines that the Other Business Liabilities were transferred to or are held by Seller or its Affiliates, the parties agree to cooperate to transfer to the Company or the Buyer such Other Business Liabilities as promptly as practicable, without the payment of consideration and to execute all such agreements, deeds, or other documents as may be necessary for purposes of effectuating the foregoing.


More Definitions of Other Business Liabilities

Other Business Liabilities means all Liabilities (as defined in the Merger Transaction Agreement) of the Seller and its Subsidiaries relating to (a) pre-Closing periods, other than the (i) Retained Liabilities (as defined in the Merger Transaction Agreement) and (ii) Liabilities (as defined in the Merger Transaction Agreement) assumed by FFELP Buyer Parent or its Subsidiaries pursuant to the FFELP Transaction Agreement or (b) the Seller’s obligations under the DOE Participation and Purchase Program.
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Related to Other Business Liabilities

  • Other Business(es means any business activity we or our Affiliates engage in, other than the licensing of the Hotel.

  • Former Business means any corporation, partnership, entity, division, business unit, business or set of business operations that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (other than solely in connection with the Restructuring), in whole or in part, or the operations, activities or production of which has been discontinued, abandoned, liquidated, completed or otherwise terminated, in whole or in part, in each case, by either Group prior to the Distribution Time.

  • Other Business has the meaning set forth in Section 6.6.

  • 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;

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

  • 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.

  • Covered Liabilities as defined in Subsection 11.23.

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

  • Separate Business means each of the activities of the Licensee connected

  • 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;

  • 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.

  • Not-for-Profit Organization means a nonprofit corporation as defined in ORS 307.130.

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Enterprise means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

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

  • Small Business Enterprise means a for profit small business concern that is at least fifty one percent (51%) owned by one (1) or more individual(s) who are economically disadvantaged. “Economically Disadvantaged Individual” is defined in Appendix B-1, Definitions, in Notice of Requirements for Small Business Enterprise (SBE) Program.

  • Current Net Assets means the Portfolio’s net assets as of the most recent preceding day for which the Fund’s net assets were computed.

  • 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.

  • Business enterprise means a firm, sole proprietorship, partnership, association, corporation, company, or other business entity of any kind including, but not limited to, a limited liability corporation, incorporated professional association, joint venture, estate, or trust.

  • Business Activities shall be deemed to include any activities which are included in the Company's Business now or during the effective period of this Agreement.

  • Current Assets means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.

  • 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.

  • Active business operations means all business operations that are not inactive business operations.

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

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).