SpinCo Obligations definition

SpinCo Obligations means any Obligations of, or to the extent arising from the operations, business, or property of, a SpinCo Entity for which any RemainCo Entity is responsible under the terms of an Existing Policy or Existing Insurance Agreement, whether arising prior to, at or after the Effective Time.
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SpinCo Obligations shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.
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SpinCo Obligations means all obligations and liabilities of any type whatsoever (including contingent or absolute obligations, and future obligations) of Target, including the Employee Obligations, all Environmental Liabilities related to the Spinco Properties and the matters disclosed in Schedule 3.1(r) of the Target Disclosure Letter, other than the Assumed Spinco Liabilities and the Retained Liabilities;
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Examples of SpinCo Obligations in a sentence

  • The Parties shall use commercially reasonable efforts to enter into an agreement with ESIS promptly after the date hereof pursuant to which ESIS shall acknowledge and consent to the RemainCo Assumption and the SpinCo Assumption and the other provisions of this Agreement with respect to determining any SpinCo Obligations, SpinCo Retained Obligations, RemainCo Obligations or RemainCo Retained Obligations (or allocations thereof) in respect of any Existing ESIS Agreement.

  • Notwithstanding anything in any Transferable Creole Policy to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, (x) so much of each Transferable Creole Policy as relates to SpinCo or any SpinCo Entity as an Insured thereunder; and (y) any and all rights and obligations of Creole under any of the Existing Policies that arise from Insured SpinCo Obligations.

  • To the extent any of the SpinCo Obligations are paid by RemainCo, SpinCo shall promptly reimburse RemainCo for all such payments made pursuant to the agreements listed on Schedule 10.1(a)(ii), including RemainCo’s share of the related payroll taxes, but in no event later than 30 days following SpinCo’s receipt of RemainCo’s written notice of such payments.

  • Except to the extent that the Wholly Retained Creole Policies are determined to cover Insured SpinCo Obligations notwithstanding the absence of any SpinCo Entity as an Insured thereunder, the Wholly Retained Creole Policies are not novated or otherwise affected by the Dampkraft Assumption and Novation.

  • RemainCo hereby agrees to continue to observe, pay, perform, satisfy, fulfill and discharge any and all of its now existing and hereafter arising Obligations (other than SpinCo Obligations) (the “RemainCo Retained Obligations”) in accordance with the terms of this Agreement and the applicable Existing Policy and Existing Insurance Agreement.

  • From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the SpinCo Obligations against SpinCo to the same extent such Person could, prior to the SpinCo Assumption, enforce such rights against the applicable RemainCo Entity and (ii) releases each RemainCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such SpinCo Obligations.

  • The Assumed-by-Dampkraft Reinsurance Agreements are novated to Dampkraft as set forth above only to the extent that they reinsure Company SpinCo Obligations.


More Definitions of SpinCo Obligations

SpinCo Obligations has the meaning given thereto in the Arrangement Agreement;
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Related to SpinCo Obligations

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

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

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

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

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

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Excluded Swap Obligations with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor with respect to, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Obligation of such Guarantor, or the grant by such Guarantor of such Lien, becomes effective with respect to such Swap Obligation. If such a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee Obligation or Lien is or becomes excluded in accordance with the first sentence of this definition.

  • U.S. Obligations means non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

  • Bank Products Obligations of any Person means the obligations of such Person pursuant to any Bank Products Agreement.

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

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any Property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase Property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

  • Company Obligations means all Obligations of the Company.

  • Swap Obligations means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Permitted Swap Obligations means all obligations (contingent or otherwise) of any Borrower or any Restricted Subsidiary existing or arising under Swap Contracts, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation or taking a “market view”.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Hedge Liabilities means collectively, the Foreign Currency Hedge Liabilities and the Interest Rate Hedge Liabilities.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.