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, (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.

  • 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.

  • Section 5.12 Transferred Seller Employees Section 8.8(a) Reserved Liabilities ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 17, 2010, by and between Compuware Corporation, a Michigan corporation (“Buyer”), and DocSite, LLC, a Delaware limited liability company (the “Seller”).

  • 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.

  • Reserved Liabilities representing accrued vacation and other accrued employee benefits 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.

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

  • 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 GHV or Purchaser (unless included in (i) the Assumed Reserved Liabilities to be assumed by Purchaser or (ii) the Cure Costs specifically required to be paid by Purchaser pursuant to Section 2.4(a)) 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.


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 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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Reserved Liabilities as defined in Section 1.2(b)(i).
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Related to Reserved Liabilities

  • 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.

  • 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.

  • 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;

  • 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;

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Unfunded Liabilities means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), 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 ERISA Group to the PBGC or any other Person 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.

  • 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;