Retained Business Liabilities definition

Retained Business Liabilities means (a) all Liabilities of Clearwater (including the Drop-Down Indebtedness) other than the Pulp-Based Business Liabilities, and (b) the Liabilities, if any, specifically described in, or listed or described in the schedules attached to, and referred to as “Retained Business Liabilities” in, the Conveyance Instruments.
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Retained Business Liabilities means all Liabilities (a) exclusively related to the Retained Business, (b) to the extent relating to both the Business and the Retained Business, the portion of such Liability related to the Retained Business and (c) set forth on Section 1.01(j) of the Disclosure Schedule.
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Retained Business Liabilities means all Liabilities (a) that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by the Parent Group; (b) of the Parent Group to the extent relating to, arising out of or resulting from the ownership, operation or use of any Retained Business Asset at any time before, on, or after the Closing; (c) from any Retained Business Project Order, including, for the avoidance of doubt, any Tail Liabilities under such Retained Business Project Order; (d) from the conduct and operation of the Retained Business at any time prior to, on or after the Closing; (e) under any Automation Business Shared Contract or any Retained Business Shared Contract, in each case, solely to the extent related to any Retained Business Project Order and specifically excluding any Liabilities to the extent related to any Automation Business Project Order; and (f) that are not Automation Business Liabilities.
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Examples of Retained Business Liabilities in a sentence

  • The Retained Business Liabilities shall remain the sole and exclusive obligation of Alibaba or any of its Subsidiaries until such time when the Retained Equity Interests shall be transferred to OpCo pursuant to Section 2.10.

  • For the avoidance of doubt, OpCo shall have no obligation to transfer such Retained Business Assets and Retained Business Liabilities back to Alibaba and/or Alibaba’s Subsidiaries if the Final Payment Date has occurred within the fifteen (15) month period following the IPO Transfer.

  • Upon the terms and subject to the conditions of this Agreement, OpCo agrees, effective as of the Closing, to assume from Alibaba and its Subsidiaries, any Liabilities (known or unknown) not already assumed, primarily related to the conduct of the Business including without limitation those set forth on Schedule 2.04 other than the Retained Business Liabilities.

  • Except as otherwise provided in Section 10.3 and Section 10.4, and where not in conflict with or prohibited by specific insurance policy conditions, Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to or on behalf of Parent, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to Parent with respect to Retained Business Liabilities or, to Spinco with respect to LDC Liabilities.

  • Temple-Inland shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Retained Business Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Temple-Inland, whether or not the privileged information is in the possession of or under the control of Temple-Inland, Forestar, or Guaranty.

  • For purposes of clarification, the Liabilities assumed or retained by the Temple-Inland Group as provided for in this Section 2.1(a) are intended to be Retained Business Liabilities as such term is defined in the Separation Agreement.

  • For purposes of clarification, the Liabilities retained by Temple-Inland as provided for in this Section 3.1 are intended to be Retained Business Liabilities as such term is defined in the Separation Agreement.

  • Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Retained Business Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Parent, whether or not the privileged information is in the possession of or under the control of Parent or Spinco.

  • Except as expressly set forth herein or in any Ancillary Agreement, the Clearwater Group does not represent or warrant in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any of the Retained Business, the Retained Business Assets or the Retained Business Liabilities, or (ii) as to the legal sufficiency to convey title to any of the Retained Business Assets on the execution, delivery and filing of the Conveyance Instruments.

  • Except as expressly set forth herein or in any Ancillary Agreement, the Clearwater Group does not represent or warrant in any way (i) as to the value or freedom from encumbrance of, or any other matter concerning, any of the Retained Business, the Retained Business Assets, the Retained Business Liabilities or the Specified Clearwater Liabilities, or (ii) as to the legal sufficiency to convey title to any of the Retained Business Assets on the execution, delivery and filing of the Conveyance Instruments.


More Definitions of Retained Business Liabilities

Retained Business Liabilities shall have the meaning set forth in the Separation Agreement.
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Retained Business Liabilities has the meaning given such term in the Distribution Agreement.
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Retained Business Liabilities means (i) all obligations, Indebtedness, commitments, performance obligations under Contracts and other direct or indirect liabilities of any member of the Company Group, whether absolute or contingent (or based upon any contingency), known or unknown, fixed or otherwise, due or to become due, whether or not accrued or paid, and whether required or not required to be reflected in financial statements under GAAP, in each case to the extent primarily or exclusively related to or arising out of the Retained Business or the Retained Business Assets (including the leasehold and subleasehold interests in the Swiss Leased Real Property), (ii) all obligations with respect to the VAT payables of the Company Group as of the Business Day prior to the Closing Date and (iii) all liabilities or obligations to the extent related to or arising out of the Discontinued Business. The Retained Business Liabilities shall include all royalty and other payment obligations incurred by any Acquired Company after the Closing under any Contract to which any Acquired Company is a party (including the agreement set forth in Section 3.13(a)(i)(64) of the Company Disclosure Schedule) to the extent that such royalty or other payment obligation relates to the conduct of the Retained Business.
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Retained Business Liabilities means any and all of the obligations, claims, liabilities (including of or in respect of Tax) and expenses which are not GKN Driveline Business Liabilities (including: (i) any such obligations, claims, liabilities or expenses arising out of or associated with the Pre-Completion Reorganisation; (ii) any De-Grouping Liabilities; and (iii) any Retained Tax Liabilities, in each case, other than the Driveline Incremental Reorganisation Liabilities), whether or not in the ordinary course of business, in each case whether matured or unmatured, liquidated or unliquidated, fixed, known or unknown, and whether arising out of circumstances existing prior to, on or subsequent to the Share Purchase Time and regardless of where or against whom such obligations, liabilities and expenses are asserted or determined or whether asserted or determined prior to, on or subsequent to the Share Purchase Time.
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Retained Business Liabilities means:
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Related to Retained Business Liabilities

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

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

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • 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;