Specified Liability definition

Specified Liability means any debt, obligation, or liability of any nature whatsoever (including any unknown, undisclosed, unmatured, unaccrued, unasserted, unliquidated, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability) that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, regardless of whether such debt, obligation, or liability is immediately due and payable. For the avoidance of doubt, the line item “Customer Prepayments” on the January 9th Balance Sheet shall be deemed a Specified Liability.
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Specified Liability means any liability of the Bank to make a payment in relation to:
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Specified Liability shall have the meaning set forth in Section 9.2(a)(xii).
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Examples of Specified Liability in a sentence

  • The Basket One Cap Carryforward originating in a taxable year shall equal the excess, if any, of the Basket One Cap Base Amount for such taxable year over the Specified Liability Deductions for such taxable year.

  • Specified Liability Deductions for a taxable year shall be considered to be used first against, and to the extent of, the Basket One Cap Base Amount for such taxable year.

  • The Basket One Amount for a taxable year, once determined, shall not be redetermined for any reason other than an adjustment in the amount of the Specified Liability Deductions for such taxable year resulting from a Tax Claim with respect to the New Ashland Inc.

  • Affiliated Group or the Marathon Affiliated Group, then for purposes of this TMA, such audit and related proceeding, to the extent they concern the amount of the Specified Liability Deductions claimed or capable of being claimed by Marathon or the Marathon Group as successor to HoldCo, shall be treated as a Tax Claim with respect to which Marathon is the indemnified party and New Ashland Inc.

  • If the IRS issues such a private letter ruling, the Specified Liability Deductions shall be claimed by New Ashland Inc.

  • If the Indemnifying Party does not, in its Good Faith Judgment, dispute its potential liability to the Indemnitee with respect to a Third Party Claim not relating to a RemainCo Specified Liability or a SpinCo Specified Liability, the Indemnifying Party may elect to defend (and to settle or compromise in accordance with the applicable provisions of this Section 3.7) such Third Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel.

  • Therefore, the obligation set forth in Section 3.7(b) of this Agreement to defend a Third Party Claim relating to a RemainCo Specified Liability or a SpinCo Specified Liability shall be enforceable in appropriate circumstances in accordance with Article V of this Agreement by an order of specific performance, and appropriate preliminary or permanent injunctive relief may be applied for and granted in connection therewith, in each case without the posting of any bond or other security.

  • The amount of the Specified Liability Deductions claimed by Marathon shall be determined under the Net Deduction Method unless the parties agree in writing that a different method should be used or unless there is a Final Determination requiring a different method.

  • If any Indemnitee shall receive notice of or otherwise learn of the assertion of a Third-Party Claim which may reasonably be determined to be in whole or in part a Covered Specified Liability, Parent or Xxxxx Xxxxxxx, as appropriate depending on which Group such Indemnitee is a member of or otherwise affiliated with, shall give the other Party written notice thereof within 30 days after such Indemnitee receives notice or otherwise learns of the assertion of such Third-Party Claim.

  • The Parties stipulate that any Party’s breach of the obligation set forth in Section 3.7(b) to defend a Third Party Claim relating to a RemainCo Specified Liability or a SpinCo Specified Liability will cause irreparable injury to the Indemnitee, and that any damages available at law for such a breach would not be an adequate remedy.


More Definitions of Specified Liability

Specified Liability means the Liabilities of the Company specified on Schedule 11.1(b).
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Specified Liability has the meaning ascribed to it Schedule 1.1(jjjj) of the Seller Disclosure Letter.
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Specified Liability means any Liability relating to or arising out of any of the following (i) the Restructuring Transactions (whether or not any such Restructuring Transaction has been completed, pursuant to the steps described on Exhibit C, as of Closing), including all Taxes, (ii) any business, ownership, or operation of Parent, Sellers, any Acquired Company Member or any of their respective Affiliates or predecessors, other than the Protected Business Line, (iii) any Asbestos Claim, (iv) any Environmental Liabilities, (v) any unpaid Closing Indebtedness, to the extent not taken into account in the determination at the Final Adjusted Purchase Price, (vi) any Seller Transaction Expenses, to the extent not taken into account in the determination at the Final Adjusted Purchase Price, (vii) any Indemnified Taxes, and (viii) the CIRCOR International, Inc. Retirement Plan, including any Liability under ERISA. 14
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Specified Liability means that portion of the Liability underlying the Specified Guarantee up to $21,000,000 as may be reduced from time to time as such Liability is eliminated.
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Related to Specified Liability

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Specified Loan Party means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.19).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Qualified license means a valid support agreement to include Embedded Maintenance with SAP

  • Specified Legal Expenses means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).

  • Indemnified Amounts The meaning specified in Section 10.1(a).

  • Qualified Liquidation The meaning set forth from time to time in the definition thereof at Section 860F(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Qualified Loan means a loan made under this act or former 1961 PA 108 from this state to a school district to pay debt service on a qualified bond.

  • Servicer Indemnified Amounts has the meaning set forth in Section 13.02(a).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Qualified Lender means a lender approved by the federal department of housing and urban development to enter into a loan insured by the federal government under 12 USC 1715z−20.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Hedge Liability or Liabilities means, with respect to each Borrower and Guarantor, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Other Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Borrower’s and/or Guarantor’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Other Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Borrower or Guarantor for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Borrower or Guarantor executing this Agreement or the Other Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, the definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Qualified local governmental unit means that term as defined in the obsolete property rehabilitation act, 2000 PA 146, MCL 125.2781 to 125.2797.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Specified US Person means (i) a US citizen or resident individual, (ii) a partnership or

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Disqualified Lender means (i) any Person identified in writing by the Borrower or the Sponsor to the Administrative Agent on or prior to May 4, 2017, (ii) any other Person identified by name in writing to the Administrative Agent after May 4, 2017 to the extent such Person is or becomes a competitor of the Borrower or its subsidiaries and (iii) any Affiliate of any Person referred to in clause (i) or (ii) above that is clearly identifiable on the basis of its name; provided that a “competitor” or an Affiliate of any Person referred to in clauses (i) or (ii) above shall not include any Bona Fide Debt Fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with such competitor or Affiliate, as applicable, and for which no personnel involved with the investment of such competitor or Affiliate thereof, as applicable, (i) makes any investment decisions or (ii) has access to any information (other than information that is publicly available) relating to the Loan Parties or any entity that forms a part of the Loan Parties’ business (including their subsidiaries); provided, further, that (x) no Affiliate of an Initial Lender shall be designated a Disqualified Lender, (y) the Administrative Agent shall not have any responsibility for monitoring compliance with any provisions of this Agreement with respect to Disqualified Lenders and (z) updates to the Disqualified Lender list shall not retroactively invalidate or otherwise affect any (A) assignments or participations made to, (B) any trades entered into with or (C) information provided to, any Person before it was designated as a Disqualified Lender. It is acknowledged and agreed by the Borrower that the Administrative Agent shall be permitted to disclose to any Lender upon such Lender’s request whether any potential assignee or participant is a Disqualified Lenders.