Shared Liabilities shall have the meaning set forth in the 1999 Spin Agreement.
Shared Liabilities means (i) the Liabilities identified on Schedule 1.1H, or (ii) any Liability that is described as both a Controlled Liability in Section 2.2(a)(i) and a SpinCo Liability in Section 2.2(b)(i).
Shared Liabilities has the meaning set forth in Section 2.6 below.
Examples of Shared Liabilities in a sentence
The Parties shall reasonably cooperate and consult with each other regarding any Third-Party Claim in respect of any Shared Liabilities, including with respect to the defense thereof.
Any Indemnitee that is not a member of the WDC Group or Spinco Group shall reasonably cooperate with the Parties regarding any Third-Party Claim in respect of any Shared Liabilities.
More Definitions of Shared Liabilities
Shared Liabilities has the meaning set forth in Section 9.8(a).
Shared Liabilities means (i) the Liabilities listed on Schedule 1.01(a), ------------------
Shared Liabilities means any and all Liabilities relating to, arising out of or resulting from any of the matters listed or described on Schedule 1.50.
Shared Liabilities means the liabilities set forth on Schedule 1.5.
Shared Liabilities means, in each case, individually, the Liabilities set forth in each of (i) Section 2.3(a) with respect to the Breach or Default Liabilities (but without prejudice, for the avoidance of doubt, to the Parties’ agreements set forth in Section 2.5(a)); (ii) Section 2.3(c) to the extent the amount of such Liabilities are in excess of the reserve for warranty Liabilities included in the final calculation of the Adjustment Amount; (iii) Section 2.3(e) (each Liability in this clause “(iii)”, a “Transfer Tax Shared Liability”); and (iv) Section 2.3(f) with respect to third party Intellectual Property (as opposed to Intellectual Property generally) (each Liability in this clause “(iv)”, an “Infringement Shared Liability”).
Shared Liabilities means all Liabilities that are neither Parent Liabilities (as defined without giving effect to clause (iv) of the definition of "Parent Liabilities") nor SpinCo Liabilities (as defined without giving effect to clause (v) of the definition of "SpinCo Liabilities"), including the Liabilities described on Schedule 1.1(iii).
Shared Liabilities means any Liability of the ATAPCO Group that is not a New ATAPCO Liability described in Section 1.1(cl)(i)-(iv), an ATRECO Liability described in Section 1.1(w)(i)-(v), a Gateway Liability described in Section 1.1(bn)(i)-(iv), a Calvert Liability described ix Xxxxxon 1.1(av)(i)-(iv) (other than a Calvert Liability which is saxxxxxxx by any member of the New ATAPCO Group, the ATRECO Group or the Gateway Group, or which any member of the New ATAPCO Group, the ATRECO Group or the Gateway Group becomes obligated to satisfy), or a Baltimore Management Liability described in Section 1.1(am)(i)-(iii) (other than a Baltimore Management Liability which is satisfied by any member of the New ATAPCO Group, the ATRECO Group or the Gateway Group or which any member of the New ATAPCO Group, the ATRECO Group or the Gateway Group becomes obligated to satisfy), including, but not limited to:
(i) any Liability arising from any suit, Action or other proceeding brought by or on behalf of any Person not a party to this Agreement challenging the Reorganization or any of the transactions, documents or agreements entered into by AI, ATAPCO, ATRECO, Gateway, Calvert, Baltimore Management xx xxx member of the ATAPCO Group in connection therewith;
(ii) any Liability arising from the property formerly owned by the Atlas/Soundolier Business in Parsippany, New Jersey;
(iii) any Liability arising from any Asset, Subsidiary, business or operation divested by ATAPCO or any member of the ATAPCO Group prior to the Effective Time;
(iv) any Liability that may arise in connection with the obligations of New ATAPCO pursuant to Section 4.15;
(v) any Liability that may arise in connection with any guarantees relating to the Calvert Business or the Baltixxxx Xxnagement Business;
(vi) any Liability arising under the American Trading and Production Salary Continuation Plan for Employees of the Baltimore Headquarters and the American Trading and Production Salary Continuation Plan for Employees of Real Estate Subsidiaries as a result of any termination of any employee of any member of the ATAPCO Group prior to the Effective Time or as a result of any termination by Calvert or Baltimore Managemexx xx xny employee of any member of the Calvert Group or the Baltimorx Xxxxxement Group following the Effective Time;
(vii) any Liability of any member of the ATAPCO Group for any agreement or obligation under this Agreement or any Ancillary Agreement the performance of which is to occur at or prior to the Effec...