Assumed Spinco Liabilities definition

Assumed Spinco Liabilities means those Spinco Liabilities assumed by PNX as set forth on Schedule 1.01(a).
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Assumed Spinco Liabilities means those Spinco Liabilities assumed by Parent as set forth on Schedule 1.1(a).
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Assumed Spinco Liabilities means the accounts payable, and all other outstanding debts and amounts owing by Target in respect of the Spinco Properties on the day prior to the Effective Date;
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Examples of Assumed Spinco Liabilities in a sentence

  • Pursuant and subject to the terms of this Agreement, Spinco hereby assumes and accepts, and undertakes to discharge, perform and fulfill, the Assumed Spinco Liabilities from and after the date of this Agreement in exchange for a cash payment in the amount of $ , being an amount equal to the aggregate amount of the Assumed Spinco Liabilities, which shall paid by Fission to Spinco on the date hereof by wire transfer of immediately available funds.

  • From and after the date of this Agreement Fission and Spinco shall do such acts and execute such further documents, conveyances, deeds, assignments, transfers and other instruments as either Fission or Spinco may in writing at any time and from time to time reasonably request in order to give full effect to the assumption of the Assumed Spinco Liabilities pursuant to this Agreement.


More Definitions of Assumed Spinco Liabilities

Assumed Spinco Liabilities has the meaning ascribed thereto in the Arrangement Agreement;
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Assumed Spinco Liabilities means those Spinco Liabilities assumed by L-3 as set forth on Schedule 1.01(a).
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Related to Assumed Spinco Liabilities

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Assumed Obligations has the meaning specified in Section 2.2.

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

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

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

  • 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;

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

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

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

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

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

  • Retained Assets has the meaning set forth in Section 2.2.

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

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • 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.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Transferred Entities means the entities set forth on Schedule 1.5.