Remainco Released Liabilities definition

Remainco Released Liabilities shall have the meaning set forth in Section 4.1(a)(i).
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Remainco Released Liabilities shall have the meaning set forth in Section 3.1(a)(i). “Remainco Released Parties” shall have the meaning set forth in Section 3.1(a)(ii). “Remainco Releasing Parties” shall have the meaning set forth in Section 3.1(a)(i). “Remainco Retained Assets” means the following Assets of the members of the Remainco Group as of immediately prior to the Distribution Effective Time, excluding, in each case, the Spinco Assets: (i) other than Spinco Restricted Cash, all cash, cash equivalents, marketable securities, checks, drafts and deposits, except the Spinco Closing Cash Amount; (ii) except for the Spinco Properties, the Spinco Leases, the Spinco Assigned Properties, and the interest of the applicable member of the Spinco Group in any properties that are partially subleased or sublicensed by a member of the Spinco Group from a member of the Remainco Group pursuant to Article V of the Real Estate Matters Agreement, all of the right, title and interest of the members of the Remainco Group in owned and leased real property, including all such right, title and interest under each real property lease pursuant to which any of them leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof;
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Remainco Released Liabilities shall have the meaning set forth in Section 3.1(a)(i). “Remainco Released Parties” shall have the meaning set forth in Section 3.1(a)(ii). “Remainco Releasing Parties” shall have the meaning set forth in Section 3.1(a)(i). “Remainco Retained Assets” means the following Assets of the members of the Remainco Group as of immediately prior to the Equity Sale Closing Time, excluding, in each case, the Spinco Assets: (i) other than Spinco Restricted Cash, all cash, cash equivalents, marketable securities, checks, drafts and deposits, except the Spinco Closing Cash Amount; (ii) except for the Spinco Properties, the Spinco Leases, the Spinco Assigned Properties, and the interest of the applicable member of the Spinco Group in any properties that are partially subleased or sublicensed by a member of the Spinco Group from a member of the Remainco Group pursuant to Article V of the Real Estate Matters Agreement, all of the right, title and interest of the members of the Remainco Group in owned and leased real property, including all such right, Exhibit A-13 title and interest under each real property lease pursuant to which any of them leases, subleases (as sub-landlord or sub-tenant) or otherwise occupies any such leased real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iii) all rights to any Trademark that is not Spinco Owned Intellectual Property, together with any Contracts granting rights to use the same and any Intellectual Property to the extent incorporating any of the same and any and all goodwill, registrations and applications relating thereto that is not a Spinco Owned Intellectual Property; (iv) any Intellectual Property (including Remainco Retained Intellectual Property and Software) that is not Spinco Owned Software and Spinco Owned Intellectual Property, together with any Contracts granting rights to use the same; (v) all Software that is not Spinco Owned Software and the Spinco Owned Intellectual Property related thereto; (vi) all Contracts (and all rights thereunder) that are not Spinco Contracts, including the Contracts listed on Schedule 1.1(d); (vii) the Remainco Insurance Policies and any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto (it being understood that the members of the Spinco Group have certain contractual rights and limitations as set forth in Section 4.10); (viii) any Remainco Books and Records; provided that Spinco shall be entitled...
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Examples of Remainco Released Liabilities in a sentence

  • This Section 3.1(e) shall not restrict the ability of any Remainco Releasing Party or any Buyer Releasing Party, as the case may be, from bringing any claims in respect of Liabilities that were not released under Section 3.1(a)(i) or Section 3.1(a)(ii), as the case may be (including any claims in respect of any Liabilities that Section 3.1(c) or Section 3.1(d), as the case may be, specified as not being Remainco Released Liabilities or Spinco Released Liabilities, as the case may be).

  • This Section 3.1(f) shall not restrict the ability of any Remainco Releasing Party or any Buyer Releasing Party, as the case may be, from bringing any claims in respect of Liabilities that were not released under Section 3.1(a)(i) or Section 3.1(a)(ii), as the case may be (including any claims in respect of any Liabilities that Section 3.1(c) or Section 3.1(d), as the case may be, specified as not being Remainco Released Liabilities or Spinco Released Liabilities, as the case may be).

Related to Remainco Released Liabilities

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

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

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

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

  • 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.

  • 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;

  • Covered Liabilities as defined in Subsection 11.23.

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

  • 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.

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

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

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

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • 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).

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;

  • Subordinated Liabilities means liabilities subordinated to the Borrower's obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Released Entities means released entities as such term is defined