Real Estate Liabilities definition

Real Estate Liabilities means all liabilities or obligations (absolute or contingent) of Bank or any Subsidiary to the extent arising out of any real estate development activities (past or present) of Bank or any of its Affiliates, all real estate held for development, all Real Estate Subsidiaries, the ownership or operation of the Real Estate Subsidiaries by Bank or any Subsidiary, including without limitation, (i) claims of persons who have purchased properties or assets from Real Estate Subsidiaries or any partnership, joint venture, association, project or development in which any of the Real Estate Subsidiaries may have participated at any time, (ii) contractual obligations, performance bonds, undertakings, guarantees, suretyship arrangements, or other obligations of Bank or the Subsidiaries with respect to the business or obligations of the Real Estate Subsidiaries, and (iii) liabilities or obligations arising out of the ownership, operation, formation, dissolution, sale or disposition of any Real Estate Subsidiary.

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Real Estate Liabilities shall have the meaning set forth in the Separation Agreement.

Real Estate Liabilities means:

Examples of Real Estate Liabilities in a sentence

Except as expressly provided herein, no representations and warranties are being made in this Agreement by the Company with respect to the Separated Real Estate Business, the Separated Real Estate Assets or the Separated Real Estate Liabilities.
Notwithstanding the foregoing, neither Buyer nor Bank shall be entitled to settle or compromise any claim or liability arising out of the Real Estate Liabilities without the written consent of SC, which shall not be unreasonably withheld or delayed.
For purposes of clarification, the Liabilities assumed or retained by the Forestar Group as provided for in this Section 2.1(c) are intended to be Real Estate Liabilities as such term is defined in the Separation Agreement.
The assumption of the Assumed Real Estate Liabilities by the Real Estate Buyer shall not enlarge any rights of third parties under any Contract or arrangement with the Real Estate Buyer or the Seller, and nothing herein shall prevent any Party from contesting in good faith with any third party any Liability.
Immediately prior to the Closing, the Company and its then current Subsidiaries will enter into a series of transactions more fully described in Exhibit A (the “Restructuring Transactions”) whereby the Real Estate Assets and Real Estate Liabilities will be transferred to the Real Estate Entity, a wholly-owned Subsidiary of the Company, subject to a master lease in favor of various Operating Entities (as defined below).

More Definitions of Real Estate Liabilities

Real Estate Liabilities means all liabilities or obligations (absolute

Real Estate Liabilities has the meaning given such term in Exhibit A.

Real Estate Liabilities means: (i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(118)(i) hereto) as Liabilities to be Assumed by any member of the Realogy Group, and all obligations and Liabilities expressly Assumed by any member of the Realogy Group under this Agreement or any of the Ancillary Agreements; (ii) any and all Liabilities primarily relating to, arising out of or resulting from: (A) the operation or conduct of the Real Estate Business, as conducted at any time prior to, on or after the 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 or representative (whether or not such act or failure to act is or was within such Person’s authority)); (B) the operation or conduct of any business conducted by any member of the Realogy Group at any time after the 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 or representative (whether or not such act or failure to act is or was within such Person’s authority)); or (C) any Real Estate Assets, whether arising before, on or after the Effective Time; (iii) any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly and primarily owned or managed by or associated with Realogy or any Real Estate Business; (iv) any Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from Disclosure Documents (including the Realogy Form 10 and Realogy Information Statement, but excluding the Cendant Corporate Disclosures) to the extent such Disclosure Documents primarily relate to members of the Realogy Group and/or the Real Estate Business, including any Liabilities arising from or based upon misstatements in or omissions from such Disclosure Documents; (v) the Applicable Realogy Percentage of any Assumed Cendant Contingent Liability; (vi) any Liabilities relating to any Realogy Employee in respect of the period prior to, on or after the Effective Time; (vii) any Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the Realogy Group or indebtedness (regardless of the issuer of such indebtedness) e...