Xxxxx Liabilities definition

Xxxxx Liabilities means (i) Liabilities of Xxxxx under this Agreement or any Ancillary Agreement, (ii) Liabilities, other than Circor Liabilities, incurred in connection with the operation of the Xxxxx Business, whether arising before, on or after the Distribution Date, and (iii) Liabilities listed on Schedule L-2 attached hereto. ------------
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Xxxxx Liabilities in Section 1.01(a) of the Agreement hereby is amended in its entirety to read as follows:
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Xxxxx Liabilities means (a) all Liabilities of any member of the Xxxxx Group under, or for which any member of the Xxxxx Group is expressly made responsible pursuant to, any Transaction Agreement or the Investment Agreement to which it is or becomes a party, including the breach by any member of the Xxxxx Group of any agreement or covenant contained therein that does not by its express terms expire at or prior to the Distributions Time; (b) all Liabilities of any member of the Xxxxx Group to the extent based upon, arising out of or resulting from the Xxxxx Business; (c) all Liabilities of any member of the Xxxxxxx-Xxxxxx Group to the extent based upon, arising out of or resulting from the Xxxxx Business; and (d) all Liabilities to the extent based upon, arising out of or resulting from the Subsidiary LLC Conversions, in the case of each of clauses (a) through (d), regardless of whether such Liability existed prior to, at or after the Distributions Time.
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Examples of Xxxxx Liabilities in a sentence

  • Nothing contained in Section 4.01(a) or (b) shall release any member of the Circor Group or any member of the Xxxxx Group from the Circor Liabilities or the Xxxxx Liabilities, respectively.

  • All Liabilities retained, assumed or indemnified against by the Xxxxx Parties pursuant to this Agreement shall be deemed Xxxxx Liabilities, and all Liabilities retained, assumed or indemnified against by the Xxxxxxx-Xxxxxx Parties pursuant to this Agreement shall be deemed Xxxxxxx-Xxxxxx Liabilities, and in each case shall be subject to the indemnification provisions of Article IV of the Separation Agreement.

  • It is understood and agreed that all Liabilities in respect of the Xxxxx Financial Instruments are Xxxxx Liabilities and the Xxxxx Parties shall indemnify the members of the Xxxxxxx-Xxxxxx Group from any Liabilities suffered thereby arising out of, resulting from or relating to the Xxxxx Financial Instruments.

  • From and after the Time of Separation, (i) M-tron shall indemnify Xxxxx and its Representatives with respect to any claims relating to M-tron Businesses, M-tron Companies or M-tron Liabilities, and (ii) Xxxxx shall indemnify M-tron and its Representatives with respect to any claims relating to Xxxxx Businesses, Xxxxx Companies or Xxxxx Liabilities.

  • Any Liabilities arising from such actions shall be deemed Xxxxx Liabilities under the Separation Agreement.

  • The Xxxxx Assets to be transferred or otherwise conveyed to L-P Engineered Wood at the Closing Date pursuant to Section 3.1 shall be free and clear of all Liens, excepting only the Assumed Xxxxx Liabilities, the Assumed Xxxxx Obligations, the Working Capital Liabilities and the Permitted Encumbrances.

  • XxXxxx-Xxxx shall have executed and ------------------------- delivered the instruments of assumption of the Xxxxx Liabilities and the International Liabilities.

  • Purchase and Sale of the Xxxxx Assets and International Assets; Assumption of the Xxxxx Liabilities and International Liabilities..................................................

  • Mxxx Xxxxx has executed the confirmation, attached hereto as Exhibit 4.2, acknowledging the payment in full of the Mxxx Xxxxx Liabilities.

  • Neither the Xxxxx Assets nor the International Assets will include any account receivable from Times Mirror or any of its affiliates, and neither the Xxxxx Liabilities nor the International Liabilities will include any account payable to Times Mirror or any of its affiliates.


More Definitions of Xxxxx Liabilities

Xxxxx Liabilities is defined in the Recitals and in Section 2.02(b). -----------------
Sample 1
Xxxxx Liabilities means any liability or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, that arises from or in connection with, or is otherwise related to, the performance by Xxxxx of the Xxxxx Duties. Blue River hereby agrees to reimburse, indemnify, defend and hold harmless each of Unified and Xxxxx and each of their respective affiliates, successors, permitted assigns, directors, officers, shareholders, employees, agents, attorneys and representatives, and each of the foregoing's heirs, personal representatives, successors, and assigns, for, from, and against each and every Xxxxx Liability incurred by Unified or by Xxxxx, or any of their respective affiliates, successors, permitted assigns, directors, officers, shareholders, employees, agents, attorneys and representatives and each of the foregoing's heirs, personal representatives, successors, and assigns, based upon, arising out of, for, in respect of, or relating to the performance by Xxxxx of the Xxxxx Duties.
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Xxxxx Liabilities means (i) all Liabilities or portions of Liabilities arising primarily out of or in connection with the Xxxxx Assets or Xxxxx Businesses; (ii) all Liabilities under contracts included in the Xxxxx Assets, whether such Liabilities arise before, upon or after the transactions contemplated by this Agreement and including any Liabilities under such contracts resulting from the consummation of the transactions contemplated by this Agreement (including actions, claims or proceedings relating thereto); (iii) all Liabilities of Xxxxx and its Subsidiaries pursuant to this Agreement; and (iv) all Liabilities for payment of outstanding drafts and checks of Xxxxx Businesses existing as of the Time of Distribution.
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Xxxxx Liabilities means (i) all Liabilities or portions of Liabilities arising primarily out of or in connection with the Xxxxx Assets or Xxxxx Businesses; (ii) all Liabilities under contracts included in the Xxxxx Assets, whether such Liabilities arise before, upon or after the Reorganization or Separation; (iii) all Liabilities of Xxxxx and its Subsidiaries pursuant to this Agreement; and (iv) all Liabilities for payment of outstanding drafts and checks of Xxxxx Businesses whether existing prior to or as of the Time of Separation.
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Xxxxx Liabilities means (a) all Liabilities of any member of the Xxxxx Group under, or for which any member of the Xxxxx Group is expressly made responsible pursuant to, any Transaction Agreement or the Investment Agreement to which it is or becomes a party, including the breach by any member of the Xxxxx Group of any agreement or covenant contained therein that does not by its express terms expire at or prior to the Distributions Time; (b) all Liabilities of any member of the Xxxxx Group to the extent based upon, arising out of or resulting from the Xxxxx Business; and (c) all Liabilities of any member of the Xxxxxxx-Xxxxxx Group to the extent based upon, arising out of or resulting from the Xxxxx Business, in the case of each of clauses (a) through (c), regardless of whether such Liability existed prior to, at or after the Distributions Time.
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Related to Xxxxx Liabilities

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

  • Tax Liabilities means all liabilities for Taxes.

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

  • Covered Liabilities as defined in Subsection 11.23.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.

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

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

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

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

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • 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 Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

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

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • Consolidated Total Liabilities means total liabilities and all mandatorily redeemable preferred stock of Borrower and its Restricted Subsidiaries, on a consolidated basis, all as determined in accordance with GAAP.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • 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.

  • 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.

  • 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.