Restructuring Liabilities definition

Restructuring Liabilities means (i) any and all Losses that are caused by, result from or otherwise are attributable to the implementation of the Restructuring (or any aspect thereof) and (ii) any and all Losses to which any of the Group Companies, other than the Company and its Subsidiaries, may be subject as of the date of this Agreement or as of the Closing or to which any of them may thereafter become subject in whole or in part by reason of any event, occurrence or state of affairs prior to or as of the Closing Date.
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Restructuring Liabilities means any Liability, whether created, incurred or arising either prior to or after the Closing from the implementation of any restructuring plan or activities adopted or enacted by Seller with respect to the Business prior to Closing, including without limitation, (i) under Seller’s “Project Atlas” (excluding all costs of continued employment by Purchaser until the projected date of termination as adopted under the Project Atlas plan) and (ii) resulting from any severance or other employee-related expenses related to reductions in force.
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Restructuring Liabilities means Liabilities arising out of or relating to actions taken by Heinz in restructuring Heinz Entities in connection with the Contribution and Distribution on or prior to the Distribution Date, including transfers of assets and liabilities in connection therewith.
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Examples of Restructuring Liabilities in a sentence

  • Restructuring Liabilities Our restructuring activities in previous periods are disclosed in detail in our Annual Report on Form 10-K for fiscal 2005.

  • The following table summarizes the restructuring activity in 2004 (in millions): Restructuring Liabilities Ending balance, December 31, 2003$ 5.2Cash payments during the nine months ended September 30, 2004(1.2) Ending balance, September 30, 2004$ 4.0 Current portion of accrued restructuring liabilities$ 1.4 Long-term portion of accrued restructuring liabilities$ 2.6 The restructuring liabilities will be fully recognized through August 2007.

  • Except as otherwise provided in Section 6.6 or with respect to any payments under a Seller Plan, any and all Liabilities to provide any severance or similar payments to any Transferred Employee whose employment is terminated by Purchaser or its Subsidiaries following the Closing Date (other than Restructuring Liabilities) shall constitute Assumed Liabilities for the purposes of Section 9.1(b)(iv).

  • For the Restructuring Covenantors, the total aggregate cap on liability for all claims in respect of Restructuring Liabilities is £1,425,860.

  • In the case of the Restructuring Covenantors, no minimum threshold applies to restrict claims for Restructuring Liabilities.

  • The following table summarizes the restructuring activity in 2004 (in millions): Restructuring Liabilities Ending balance, December 31, 2003$ 5.2Cash payments during the six months ended June 30, 2004(0.9) Ending balance, June 30, 2004$ 4.3 Current portion of accrued restructuring liabilities$ 1.4 Long-term portion of accrued restructuring liabilities$ 2.9 8 The Company anticipates that the remaining restructuring liabilities will be fully recognized through August 2007.

  • With the exception of the Downstream Restructuring Tax Liabilities (which are expressly taken into account in determining Pending Pre-Closing Tax Period Taxes), the Downstream Business Restructuring Liabilities shall not (unless otherwise mutually agreed by Parent and the Company) be taken into consideration in calculating Working Capital or the Closing Adjustment Amount.

  • In addition, the Restructuring Covenantors severally indemnify Future against the Restructuring Liabilities.


More Definitions of Restructuring Liabilities

Restructuring Liabilities means all unpaid costs and expenses (including Other Taxes and severance but excluding Income Taxes) of the Company or its Subsidiaries related to or arising out of the Commercial Restructuring. 1.148 “Sale” has the meaning set forth in Section 2.03(a). 1.149 “Section 338 Election” has the meaning set forth in Section 5.07(a). 1.150 “Series A Non-Voting Preferred Stock” means the Series A Non-Voting Preferred Stock, par value $.01 per share, of Newco, which shall have the powers, designations and preferences, the relative and other special rights and the qualifications, limitations and restrictions thereof that are set forth in the Certificate of Designations, Preferences and Rights of Series A Non-Voting Preferred Stock of Newco attached hereto as Exhibit F, as the same may be amended from time to time in accordance with its terms. 1.151 “Shadow Stock Unit” has the meaning set forth in the Merger Agreement. 1.152 “Shared Firm Intellectual Property” means the Intellectual Property owned by the Company and its Subsidiaries and used or held for use in the U.S. Government Business and in the Other Businesses as of the Closing Date that is not the Company Intellectual Property or the Newco Intellectual Property, including without limitation, the software and other Copyrights set forth on Schedule 1.152. 1.153 “Shared Post-Closing Costs” has the meaning set forth in Section 2.03(i). 1.154 “Spin Off” has the meaning set forth in the Recitals. 1.155 “Spin-Off Agreement Escrow Account” has the meaning set forth in the Merger Agreement. 1.156 “Spin Off Indebtedness” has the meaning set forth in Section 2.03(b).
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Restructuring Liabilities means all unpaid costs and expenses (including Other Taxes and severance but excluding Income Taxes) of the Company or its Subsidiaries related to or arising out of the Commercial Restructuring.
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Restructuring Liabilities means any and all liabilities of the Group, actual or contingent, known or unknown, as at the Completion Date or due thereafter which relate to the specific restructuring costs specified in the reorganisation accrual schedule prepared by Xxxxxxxx Xxxxxxxxx, a copy of which has been signed by and on behalf of the Parties to this Agreement and are annexed as Appendix "C", including, whether or not specified in such schedule, any and all liabilities of the Group, actual or contingent, known or unknown, as at the Completion Date or due thereafter which relate to the closure of the Group's French office;
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Related to Restructuring Liabilities

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

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • 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.

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

  • 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.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring related costs means reasonably incurred costs

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

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

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • 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.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Restructuring has the meaning set forth in the Recitals.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

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

  • Tax Liabilities means all liabilities for Taxes.

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other Subsidiaries.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

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

  • Hedge Liabilities means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

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

  • Restructuring Term Sheet means the term sheet attached as Exhibit A to the Restructuring Support Agreement.