Reserved Liabilities definition

Reserved Liabilities means Losses, and with respect to clause (iii), capital expenditures (but only to the extent not reflected in Net Working Capital), with respect to:
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Reserved Liabilities means Losses (but only to the extent not reflected in Net Working Capital) with respect to:
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Reserved Liabilities means Losses, and with respect to clauses (iii), (iv) and (v), capital expenditures (but only to the extent not reflected in Net Working Capital) with respect to:
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Examples of Reserved Liabilities in a sentence

  • As soon as commercially practicable after the end of each fiscal quarter, Expedia shall inform Decolar of the aggregate amount of any Reserved Liabilities, as well as the aggregate amount of any Reserved Liabilities that have been released.

  • To the extent not included in the Assumed Reserved Liabilities, all other property Taxes, ad valorem Taxes, and similar recurring Taxes and fees on the Acquired Assets, and all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts, shall be pro rated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the Closing Date.

  • To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall bear all personal property and ad valorem Tax liability with respect to the Acquired Assets to the extent such Tax relates to periods prior to the Closing, and (ii) Purchaser shall bear all personal property and ad valorem Tax liability with respect to the Acquired Assets to the extent such Tax relates to periods from and after the Closing, in each instance irrespective of the reporting and payment dates of such Taxes.

  • Notwithstanding the foregoing, the limitations set forth in clauses (iii) through (v) above shall not apply to Losses (A) in the case of fraud or (B) related to or arising from Taxes or Reserved Liabilities.

  • Any amounts for services rendered by a third party under the Designated Contracts during the period until the Closing shall not be a Liability of Parent or Purchaser (unless included in the Assumed Reserved Liabilities to be assumed by Purchaser) and shall be a retained liability of Sellers' in an amount determined by the Mariner Bankruptcy Courts to the extent not included as an Assumed Reserved Liability.

  • To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Liabilities.

  • Such Liabilities Reserve will be applied to the payment of Reserved Liabilities, by disbursements from that account, as they become due and payable.

  • Reserved Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Company as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing 6 will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees.

  • All remaining governmental funds are aggregated and reported as other governmental funds.

  • Nothing in this Agreement will be deemed to limit the joint and several obligations of the Shareholders and Eide xx pay the Reserved Liabilities in full.


More Definitions of Reserved Liabilities

Reserved Liabilities means any Taxes incurred by any Entity in Tax periods (and portions thereof) ending prior to and including the Closing Date to the extent resulting from or arising out of the Restructuring.
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Reserved Liabilities means Losses, and with respect to clause (iii), capital expenditures with respect to:
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Reserved Liabilities as defined in Section 1.2(b)(i).
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Reserved Liabilities means Losses (but only to the extent not reflected in Net Working Capital) with respect to: (i) except for sales, transfer, use or similar Taxes that are due or should hereafter become due (including penalty and interest thereon) by reason of creation of the JV and the conveyances and transactions contemplated by this Agreement, 75% of the amount of Taxes with respect to the Entities or the Assets to the extent related to periods prior to and including the Closing Date; (ii) disposal of Hazardous Materials at offsite locations (a) which were delivered from the East Texas System (excluding the Former Gulf South Properties) between April 1, 1999 and the Closing Date and (b) which were delivered from the Former Gulf South Properties between March 31, 2005 and the Closing Date; provided, however, that the Reserved Liabilities shall only include 75% of this form of Loss to the extent disposal occurred after the Prior Contribution Agreement Closing Date; and (iii) the Excluded Assets and Taxes related thereto; and (iv) those matters, if any, described on Schedule 1.1(f). “Schedules” shall mean any and/or all of the schedules attached to and made a part of this Agreement. “SEC” shall mean the U.S. Securities and Exchange Commission. “SEC Financial Statements” shall mean collectively the Annual Financial Statements. “Securities Act” shall mean the Securities Act of 1933, as amended. “Settlement Notice” shall have the meaning given such term in Section 3.4. “Subject Interests” shall have the meaning given such term in the Recitals. “Subject Interests Assignment Agreement” shall mean the Assignment Agreement in substantially the form of Exhibit B covering the conveyance of the Subject Interests by HOLDINGS and GP to MLP. “Subsidiary” means, with respect to any Person, (a) any corporation, of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (b) any limited liability company, partnership, association or other business entity, of which a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.
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Reserved Liabilities means Losses with respect to:
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Reserved Liabilities means all Liabilities relating to the Seller, the Business or the Acquired Assets (including Liabilities which at the time of calculation are accrued but not yet payable) except the Assumed Liabilities.
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Related to Reserved Liabilities

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

  • Covered Liabilities as defined in Subsection 11.23.

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

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

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

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

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

  • 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.

  • 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;

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

  • 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;

  • 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.

  • 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.

  • 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.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • 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.

  • Reinsured Liabilities means the General Account Liabilities, the Risk Control Separate Account Liabilities, the Declared Rate Separate Account liabilities and the Variable Separate Account Liabilities.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Unfunded Liabilities means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • 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.

  • 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.

  • 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).

  • 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;

  • non-current liabilities means all liabilities other than current liabilities

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