SpinCo Assumed Liabilities Sample Clauses

SpinCo Assumed Liabilities. All Liabilities arising from or relating to the Management Employment Agreements (other than accrued and unpaid compensation and expense reimbursement as of the Spin-Off Date). Any Liabilities of Cogint arising from (i) that certain Settlement Agreement, dated as of July 22, 2017, by and among TransUnion, TransUnion Risk and Alternative Data Solutions, Inc., Cogint, Inc., IDI Holdings, LLC, Interactive Data, LLC, Xxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx (the “Settlement Agreement”) and (ii) the BK IP Action, BK IP Appeal, IP Judgment Appeal, Datamyx Action, Xxxxxx Action and Tortious Interference/D&O Action (each as defined in the Settlement Agreement). For the avoidance of doubt, any Liability resulting from any Legal Proceeding commenced or threatened against Cogint or any of its Subsidiaries (after the Spin-Off), or their respective directors or officers, in each case arising from or directly related to any pre-Spin-Off acquisition transaction by a SpinCo Subsidiary, shall constitute SpinCo Liabilities and/or SpinCo Assumed Liabilities, but only to the extent not covered by insurance. Schedule 1.3 SpinCo Balance Sheet SPINCO CONSOLIDATED AND COMBINED BALANCE SHEETS (Amounts in thousands) (unaudited) June 30, 2017 ASSETS: Current assets: Cash and cash equivalents $ 19,248 Accounts receivable, net of allowance for doubtful accounts of $90 911 Prepaid expenses and other current assets 831 Total current assets 20,990 Property and equipment, net 1,012 Intangible assets, net 12,845 Goodwill 5,227 Other non-current assets 1,357 Total assets $ 41,431 LIABILITIES AND MEMBER’S CAPITAL: Current liabilities: Trade accounts payable $ 971 Accrued expenses and other current liabilities 9,327 Deferred revenue 50 Total current liabilities 10,348 Other non-current liabilities 500 Total liabilities 10,848 Total member’s capital 30,583 Total liabilities and member’s capital $ 41,431
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SpinCo Assumed Liabilities. Effective as of the Distribution Effective Time or, with respect to each Inactive Employee, the earlier of twelve (12) months following the Distribution Date or the time such individual terminates employment with a member of the Remainco Group (including in connection with becoming a Spinco Transferred Employee), Spinco shall Assume: (i) except as set forth in Section 1.2(c), all Liabilities under all Remainco Benefit Arrangements relating to Spinco Transferred Employees or Spinco Former Employees, whenever incurred, only to the extent set forth in this Agreement; provided that Spinco shall reimburse the Remainco Group for any claim for benefits by any Spinco Transferred Employee or Spinco Former Employee (or their respective dependents) after the Distribution Effective Time that was incurred prior to the Distribution Effective Time under any Remainco Benefit Arrangement and that is not funded by an insurance policy, trust or similar funding arrangement, other than (x) severance payable to any Spinco Former Employee, which shall be addressed under Section 1.2(d); and (y) claims under a flexible spending account, which shall be addressed under Article V (the Liabilities described in this Section 1.2(b)(i), the “Assumed Remainco Benefit Liabilities”); (ii) except as set forth in Section 1.2(c), all Liabilities arising out of, relating to or resulting from the employment, service, termination of employment or termination of service of all Spinco Employees and Spinco Former Employees and their dependents and beneficiaries (and any alternate payees in respect thereof); and (iii) any other Liabilities expressly assigned to or Assumed or retained by any member of the Spinco Group under this Agreement or the Separation Agreement. (c)
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SpinCo Assumed Liabilities. All Liabilities arising from or relating to the Management Employment Agreements (other than accrued and unpaid compensation and expense reimbursement as of the Spin-Off Date). All Liabilities relating to the ownership or exclusive license, prosecution of all applications therefor, and use of the Cogint trademark, including with respect to two the COGINT applications opposed by Gemalto Cogent, Inc. Gemalto Cogent Gemalto Cogent, Inc. v. Cogint, Inc., Opposition No. 91234742 with the Trademark Trial and Appeal Board on May 24, 2017. All Company Transaction Expenses (as defined in the Business Combination Agreement) not taken into account in the calculation of the Cash Dividend (as defined in the Business Combination Agreement). All Liabilities of any member of the Cogint Group arising from or relating to indemnification or exculpation of any person that was a director or officer of the Cogint Group at any time on or prior to the Business Transfer Time, and unrelated to the transactions contemplated by this Agreement and the Business Combination Agreement, but only to the extent not covered by insurance. The foregoing assumption shall in no way be deemed to impact, restrict, or limit the availability of any Person to any directors & officers’ insurance policy maintained by any Party or any Affiliate thereof. All Liabilities of Cogint and its Subsidiaries (other than Fluent and its Subsidiaries) arising from or relating the businesses and operations (whether or not such businesses or operations are or have been terminated, divested or discontinued) conducted prior to the Business Transfer Time by Cogint and its Subsidiaries (other than Fluent and its Subsidiaries), in each case, excluding any Liabilities of the Cogint Group to the extent primarily arising from or primarily related to (i) the Fluent Business, (ii) any Transaction Litigation and (iii) Taxes, which shall be governed by the Tax Matters Agreement. All Liabilities relating to (i) the use or calculation of the Spin-Off Ratio or (ii) any existing or former holder of Company Warrants or other Derivative Securities of Cogint seeking to assert any rights of a holder of Company Warrants or other Derivative Securities of Cogint pursuant to the terms and conditions of the agreements underlying such securities. Schedule 1.4 SpinCo Balance Sheet SPINCO CONSOLIDATED AND COMBINED BALANCE SHEETS (Amounts in thousands) (unaudited) June 30, 2017 ASSETS: Current assets: Cash and cash equivalents $ 19,248 Accounts ...
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SpinCo Assumed Liabilities. Spinco shall, and shall cause the other members of the Spinco Group to accept, assume and agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their respective terms. Spinco and each other member of the Spinco Group shall be responsible for all Spinco Assumed Liabilities, regardless of when or where such Spinco Assumed Liabilities arose or arise, or the legal entity that incurred or holds the Spinco Assumed Liability (provided, however, that nothing contained herein shall preclude or inhibit Spinco from asserting against Third Parties any defense available to the Person that incurred or holds such Spinco Assumed Liability), or whether the facts on which they are based occurred prior to, at or subsequent to the Spinco Distribution, regardless of where or against whom such Spinco Assumed Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement;
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Related to SpinCo Assumed Liabilities

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • No Assumed Liabilities Buyer will not assume any liabilities of ---------------------- Seller or Seller's Operations.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Assumption of Assumed Liabilities The Buyer hereby expressly assumes and agrees to pay, perform and discharge in accordance with their terms the Assumed Liabilities.

  • Assumed Obligations At the Closing, Purchaser shall assume, and agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (including open purchase orders) after the date hereof, and (iii) the obligations listed on Schedule 2.1(c) hereto (collectively the "Assumed Obligations"). Except as expressly set forth in this paragraph (c), Purchaser shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (except to the extent contemplated by Section 14.5 hereof). Without limiting the generality of the foregoing, Seller expressly acknowledges and agrees that Seller shall retain, and that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (a) any liability of Seller for Taxes, whether measured by income or otherwise, (b) any product liability pertaining to products sold by Seller prior to the Closing Date, (c) any liability or obligation of Seller relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not Assumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Assumed and Excluded Liabilities (a) The applicable Transferred Company shall assume and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement, (ii) all Liabilities in respect of the Assigned Contracts and (iii) all Liabilities set forth on Annex 2.3(a) ((i), (ii) and (iii) collectively, the “Assumed Liabilities”) and (b) one or more members of Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset, whether incurred before, on or after the Closing, (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, except to the extent expressly assumed by Buyer under Section 6.6, (iii) all Taxes for which Seller is responsible under Section 6.5(a), (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than Liabilities relating to, arising out of or resulting from (x) the provision of ILEC Services as conducted on the date of this Agreement or as of the Closing, (y) any similar business conducted by the Transferred Companies prior to the date of this Agreement that would constitute an ILEC Service but for the date restrictions contained in the definition thereof or (z) the Transferred Companies’ historic wireline business conducted within the Territory), and (vi) all Liabilities set forth on Annex 2.3(b), whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities (other than clause (v) of the definition thereof) are not intended to create and expressly exclude any obligation of any member of the Seller Group to assume or be responsible for any Liability related to the infringement, misappropriation or other violation of any Intellectual Property rights.

  • SpinCo Liability SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes which are allocated to SpinCo under this Section 2.

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