Retained Liability definition

Retained Liability has the meaning set forth in the Separation Agreement.

Retained Liability has the meaning set forth in Section 2.2.

Retained Liability means, collectively: (i) any Retiree Benefits; (ii) any liabilities of the Company to NRG in connection with the NRG Transaction; (iii) any liabilities of the Reorganization Trust under Section 6.b of this Agreement; and (iv) any other liabilities of the Company and the Company Subsidiaries that are not Assumed Liabilities, including liabilities for taxes other than United States federal or state income taxes.

Examples of Retained Liability in a sentence

• Section 2.3.3(b) does not include as a Retained Liability the indemnification obligation or potential liability on claims like the plaintiffs’ taking-of-property claim.

• Notwithstanding the foregoing, with respect to an indemnification claim based on fraud, the failure to perform any covenant or obligation in this Agreement and any other certificate or document delivered pursuant to this Agreement or the failure to pay any Retained Liability, a claim may be made at any time.

• To the extent any such payment is a Retained Liability and is not reflected in Final Net Working Capital, Buyer shall notify Seller of such payment and Seller shall reimburse Buyer for such amount, including in each case any payroll Taxes attributable thereto, within thirty (30) days of receiving notice.

• On and with effect from each Subsequent Transfer Date each Retained Liability to which such Subsequent Transfer Date applies shall, by the Order and without an subsequent act or instrument, be transferred to and become a liability of the Transferee and shall cease to be a liability of the Transferor.

• In the event of any inconsistency or conflict that may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a Retained Liability, any item explicitly included on a Schedule referred to in this definition of “Retained Liabilities” shall take priority over any provision of the text hereof.

More Definitions of Retained Liability

Retained Liability means any one of the foregoing or the relevant one of them, as the context may require.

Retained Liability means any Covered Loss that:

Retained Liability shall have the meaning given to it in Section 2.3(b). Seller shall have the meaning given to it in the Recitals to this Agreement.

Retained Liability means any Liability of the Seller that is not an Assumed Liability.

Retained Liability is defined in Section 1.4(b).

Retained Liability means those Liabilities referred to in Clause 2.2.1 or otherwise expressly retained by a Business Seller under this Agreement or any Local Agreement and any other Liability of a Business Seller which is not an Assumed Liability;

Retained Liability has the meaning set forth in Section 14.1(A).