SpinCo Specified Liabilities definition

SpinCo Specified Liabilities means the liabilities set forth on Schedule 1.1F.
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SpinCo Specified Liabilities means all Liabilities arising out of, resulting from or relating to any of the items described on Schedule 1.1(o).
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SpinCo Specified Liabilities means all Liabilities arising out of, resulting from or relating to any of the items described on Schedule 1.1 (o).
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Examples of SpinCo Specified Liabilities in a sentence

  • If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Specified Liabilities shall otherwise become assignable or able to be novated, RemainCo shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Specified Liabilities without exchange of further consideration.

  • On or prior to the Effective Time or as soon as practicable thereafter, EESLP shall (with the reasonable cooperation of the applicable member(s) of the RemainCo Group) use its commercially reasonable efforts to have any member(s) of the RemainCo Group removed as guarantor of or obligor for any SpinCo Specified Liabilities, except for the guarantees listed on Schedule 7.9(a)(ii).

  • This AGREEMENT constitutes the entire understanding between COMPANY and OHIO, and any previous discussion, negotiations, agreements or the like, except for the RESEARCH AGREEMENT, are superseded by this AGREEMENT.

Related to SpinCo Specified Liabilities

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

  • Indemnified Liabilities has the meaning specified in Section 10.05.

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

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

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

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

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

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

  • 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.

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

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

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

  • 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.

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

  • Covered Liabilities as defined in Subsection 11.23.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Seller Losses has the meaning set forth in Section 10.2(a).

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.