Specified Shared Liabilities definition

Specified Shared Liabilities means, excluding any Liabilities for Taxes, which shall be governed exclusively by the Tax Separation Agreement and the Tax Receivables Agreement, and in each case without regard to whether a member of the Company Group or the MetLife Group issued the product giving rise to the Liability:
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Specified Shared Liabilities means:
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Specified Shared Liabilities means: (i) any and all Liabilities set forth on Schedule 1.1(137)(i); (ii) any and all Liabilities of IP RemainCo or Product SpinCo to the extent relating to, arising out of or resulting from a general corporate matter of IP RemainCo related to occurrences on or prior to the Distribution Date, including any such Liabilities (including under applicable federal and state securities Laws) to the extent relating to, arising out of or resulting from: (a) claims made by or on behalf of holders of any of IP RemainCo’s securities, in their capacities as such; (b) any (x) form, report, statement, certifications or other document (including all exhibits, amendments and supplements thereto) (other than a Distribution Disclosure Document) filed by IP RemainCo with the Commission on or prior to the Distribution Date, including the financial statements included therein (other than for Liabilities related to any such forms, reports, statements, certifications or other documents, in each case filed in connection with the Internal Reorganization and the Business Realignment, specifically relating to the Product Business or the IP Business, as the case may be) or (y) Financing Disclosure Documents in respect of occurrences prior to the Distribution Date; and (c) (x) indemnification obligations to any current or former director or officer of IP RemainCo in their capacity as such in respect of occurrences prior to the Distribution Date or (y) any claims for breach of fiduciary duties brought against any current or former directors or officers of IP RemainCo, in their capacities as such in respect of occurrences prior to the Distribution Date, in each case, relating to any acts, omissions or events on or prior to the Distribution Date; and (iii) any Separation Expenses not allocated to a Party in Section 11.5. In the case of any Liability a portion of which relates to occurrences on or prior to the Distribution Date and a portion of which relates to occurrences after the Distribution Date, only that portion that relates to occurrences on or prior to the Distribution Date shall be considered a Specified Shared Liability; and with respect to the portion of such Liability that relates to occurrences after the Distribution Date, such Liability shall be allocated in accordance with the definitions of Product Liability or IP Liability, as the case may be. For purposes of clarification of the foregoing, the Parties agree that no Liability relating to, arising out of or resulting from...
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Examples of Specified Shared Liabilities in a sentence

  • Notwithstanding anything herein to the contrary, any allocation of Liabilities in respect of Claims, including in respect of Specified Shared Liabilities, shall represent the allocation of Liabilities between the Parties for amounts that exceed any litigation reserves in respect of such Claim set forth on the Books and Records of any member of the MetLife Group or the Company Group, as applicable, as of the Separation Date.

Related to Specified Shared Liabilities

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

  • Covered Liabilities as defined in Subsection 11.23.

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

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

  • Senior Non Preferred Liabilities means any unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander under Additional Provision 14.2º of Law 11/2015 (including any Notes) and any other obligations which, by law and/or by their terms, and to the extent permitted by Spanish law, rank pari passu with the Senior Non Preferred Liabilities.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Reinsured Liabilities means the General Account Liabilities, the Risk Control Separate Account Liabilities, the Declared Rate Separate Account liabilities and the Variable Separate Account Liabilities.

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

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

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • 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.

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

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • 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.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Excluded Transactions means:

  • 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.

  • Retained Obligations shall have the meaning set forth in Section 2.6.