Other Retained Liabilities definition

Other Retained Liabilities is defined in Section 8.1(e).
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Other Retained Liabilities means any Retained Liabilities, except for First Dollar Retained Liabilities.
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Other Retained Liabilities means, collectively, (i) all Liabilities retained by Seller or any other member of the Seller Group pursuant to each of the IDB Lease Assignment and Assumption Agreements, (ii) all Liabilities arising out of or relating to any Action pending on or prior to the Closing Date in connection with, arising out of or relating to the alleged or actual presence or release of, or exposure to, asbestos or asbestos-containing materials in any form in or at any of the Transferred Assets or in connection with the operations of the Business other than Xxxxxxxxx Xxxx v. X.X. Xxxxxxxxxx et al. (Case No. 2005-60444, 11th Judicial District Court of Xxxxxx County, Texas) and Xxxx Xxxxxxx et ux. V. A.W. Chesterton et al. (Case Xx. XX-00-000, Xxxxxxxx Xxxxx of XxXxxxxxx County, Oklahoma), (iii) all Liabilities arising out of or relating to workers compensation claims of any present or former employee of the Business, employed at former, sold or discontinued facilities, (iv) all Liabilities arising out of or relating to any Rejected Contract and (v) all Liabilities arising out of or relating to the portion of the Transferred Real Property that constitutes the land to be leased by Purchaser to Seller pursuant to each of the 99-year leases contemplated by Section 6.09 or Section 6.09(a) of the Seller Disclosure Letter, to the extent arising prior to the termination or expiration of the relevant lease.
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Examples of Other Retained Liabilities in a sentence

  • Seller Parties shall not dissolve, or make any distribution of the proceeds received pursuant to this Agreement, until the later of (a) thirty (30) days after the completion of all adjustment procedures contemplated by Section 2.3(b)(Post-Closing Adjustment); and (b) Seller Parties’ payment, or adequate provision for the payment, of all of their obligations pursuant to Sections 2.5 (Sales and Transfer Taxes) and 5.3 (Payment of Other Retained Liabilities).


More Definitions of Other Retained Liabilities

Other Retained Liabilities means the Retained Liabilities (as defined in the Contribution Agreement), other than the Applicable Business Contribution Agreement Retained Liabilities.
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Related to Other Retained Liabilities

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

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

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Retained Assets has the meaning set forth in Section 2.2.

  • 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.

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.