Xxxxxxx Liabilities definition

Xxxxxxx Liabilities means: (i) all Liabilities (except (x) any employee-related Liabilities that are subject to the Employee Benefits Agreement and (y) any Taxes that are subject to the Tax Allocation Agreement) primarily relating to, arising out of or resulting from: (A) the operation of the Xxxxxxx Business, as conducted at any time prior to, on or after the Exchange Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); or (B) the operation at any time after the Effective Time of any business conducted by Xxxxxxx (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (ii) any other Liability specifically identified as a "Xxxxxxx Liability" elsewhere in this Agreement or in any Ancillary Agreement;
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Xxxxxxx Liabilities has the meaning set forth in the Separation and Distribution Agreement.
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Xxxxxxx Liabilities means all Liabilities of Metro LP under the shareholders’ agreement governing Xxxxxxx Labs; [REDACTED];
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Examples of Xxxxxxx Liabilities in a sentence

  • Xxxxxxx shall reimburse Dover for any costs incurred by Dover related to Insurance Administration and Claims Administration to the extent such costs (which include defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Dover providing the administrative services) are (i) not covered under the Third Party Shared Policies and (ii) related to Xxxxxxx Liabilities.

  • Xxxxxxx shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Xxxxxxx Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Xxxxxxx, whether or not the privileged information is in the possession of or under the control of Dover or Xxxxxxx or their successors or assigns.

  • Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Dover under the relevant Third Party Shared Policy, and Dover shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Dover Liabilities, and by paying the Insurance Proceeds to Xxxxxxx with respect to Xxxxxxx Liabilities.

  • The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Dover Liabilities and partly Xxxxxxx Liabilities.

  • Xxxxx Xxxxxxx shall reimburse Parent for out-of-pocket costs, expenses and fees, including attorneys fees, reasonably incurred by Parent for services performed by Parent pursuant to this section in connection with Xxxxx Xxxxxxx Liabilities.

  • Xxxxxxx will indemnify and hold harmless FHP, its subsidiaries and Affiliates, and each officer, director, employee and agent thereof, from and against any and all Xxxxxxx Liabilities.

  • Further, it is the intent of the Parties that the direct assumption by Xxxxxxx of Xxxxxxx Liabilities is in partial consideration for the transfer of the Xxxxxxx Assets to it in the Reorganization.

  • The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith and enter into such agreements relating to the transition of the Xxxxx Xxxxxxx Business, Xxxxx Xxxxxxx Assets and Xxxxx Xxxxxxx Liabilities to the Xxxxx Xxxxxxx Group as may be jointly determined by the Parties to be necessary or desirable.

  • Further, it is the intent of the Parties that the direct assumption by Xxxxxxx of Xxxxxxx Liabilities is made in connection with the Separation, including the transfer of the Xxxxxxx Assets to Xxxxxxx in the Reorganization.

  • From and after the Distribution Time, the Xxxxxxx Group shall direct the defense or prosecution of any (i) Actions set forth on Schedule 6.11(a) and (ii) any other Actions that constitute only Xxxxxxx Liabilities or Xxxxxxx Assets (“Xxxxxxx Controlled Actions”).


More Definitions of Xxxxxxx Liabilities

Xxxxxxx Liabilities means all Liabilities of Metro LP:
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Xxxxxxx Liabilities means the following Liabilities of either Party or any of the members of its Group:
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Xxxxxxx Liabilities means (without duplication):
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Related to Xxxxxxx 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.

  • Covered Liabilities as defined in Subsection 11.23.

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

  • 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.

  • 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;

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

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

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

  • 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.

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

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • 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.

  • 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.

  • 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.

  • 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.