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

SpinCo Liabilities has the meaning set forth in the Separation and Distribution Agreement.

SpinCo Liabilities means the following Liabilities of either Party or any of the members of its Group:

Examples of SpinCo Liabilities in a sentence

Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities shall continue to constitute SpinCo Assets and SpinCo Liabilities for all other purposes of this Agreement.
If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of further consideration.
SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.
Notwithstanding the foregoing, the Nuance Liabilities shall not include the SpinCo Liabilities.
Notwithstanding the foregoing, the SpinCo Liabilities shall not include (i) any Nuance Retained Liabilities or (ii) any Liabilities that are determined by Nuance, in good faith prior to the Distribution, to be primarily related to the business or operations of the Nuance Business (unless otherwise expressly provided in this Agreement).

More Definitions of SpinCo Liabilities

SpinCo Liabilities means, without duplication, the following Liabilities:

SpinCo Liabilities means:

SpinCo Liabilities means, subject to Section 2.1(c), collectively:

SpinCo Liabilities means, except as otherwise specifically provided for in this Agreement or any Ancillary Agreement or any other contract or agreement to which any member of the Parent Group is party, all Liabilities (whether arising before, on or after the Distribution Date and whether based on facts occurring before, on or after the Distribution Date) of or relating to, or arising from or in connection with, the JV Group, the conduct of the JV Business, or the ownership or use of equity interests in the JV in connection therewith, but excluding (i) any Parent Liabilities and (ii) any Liability to indemnify any employees of the Parent Group in connection with service as directors, officers or employees of the SpinCo Group at or prior to the Merger Effective Time (and for clarity, shall include all Liabilities arising in connection with the SpinCo Assumed Actions).

SpinCo Liabilities shall have the meaning set forth in the Distribution Agreement.

SpinCo Liabilities means (without duplication) the following Liabilities (except to the extent they constitute Excluded Liabilities):