Peabody Assumed Liabilities definition

Peabody Assumed Liabilities means all Liabilities (other than Excluded Liabilities) of Peabody and its Affiliates to the extent relating to, arising out of or associated with the Peabody Contributed Assets or the operation or conduct of the Peabody Business, whether arising prior to, on or after the Closing Date (and whether accrued, contingent, unasserted or otherwise), including:
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Peabody Assumed Liabilities means all Liabilities (other than Excluded Liabilities) of Peabody and its Affiliates to the extent relating to, arising out of
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Examples of Peabody Assumed Liabilities in a sentence

  • Section 4.19 of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of each insurance policy maintained by Peabody or any of its Affiliates that provides coverage for or in respect of the Peabody Contributed Assets or the Peabody Assumed Liabilities (including amounts and types of coverage).

  • Arch has made all inspections and investigations of the Peabody Contributed Assets and the Peabody Assumed Liabilities deemed necessary or desirable by Arch.

  • All rights to insurance proceeds receivable after the Effective Time with respect to any Peabody Assumed Liabilities insured on a “claims made” basis, and all insurance proceeds (to the extent not already expended by CNX to restore or replace the lost or damaged asset, which replacement asset shall be a transferred Asset) received prior to Closing with respect to any asset which, if held by CNX as of the Effective Time, would be a CNX Asset.

  • Section 4.19 of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of eachinsurance policy maintained by Peabody or any of its Affiliates that provides coverage for or in respect of the Peabody Contributed Assets or the Peabody Assumed Liabilities (including amounts and types of coverage).

  • A deed, bxxx of sale, and assignment, containing a special warranty of title by, through and under CNX and the CONSOL Parties, but not otherwise, by which CNX transfers and conveys the CNX Assets, and by which Peabody agrees to assume, pay, discharge and perform the Peabody Assumed Liabilities (the “CNX Deed”), as more fully set forth in the form of deed attached hereto as Exhibit “E”.

  • The following obligations and liabilities shall remain and be the obligations and liabilities solely of CNX (the “CNX Retained Liabilities”): all obligations and liabilities arising out of or relating to the CNX Assets, other than the Peabody Assumed Liabilities, including any long-term debt (including the current portion thereof) and any obligation or liability with respect to periods prior to and including the Effective Time for payment of rentals, royalties or Taxes related to the CNX Assets.

Related to Peabody Assumed Liabilities

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

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

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

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Purchased Assets has the meaning set forth in Section 2.1.

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

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

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • 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.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • 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.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

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

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Covered Liabilities as defined in Subsection 11.23.

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).