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.
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.
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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 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;
Examples of Restructuring Liabilities in a sentence
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.
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).
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).
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.
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.