Company Liabilities definition

Company Liabilities means (without duplication):

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Company Liabilities means the Assumed Liabilities and any Liabilities of the Company and its Subsidiaries immediately prior to the Closing.

Company Liabilities means collectively, except as otherwise provided for in this Agreement or the Ancillary Agreements, any and all Liabilities that arise out of any act, omission, event or condition occurring or arising on or after the Closing Date relating to the ownership, operation or use of the business of the Company or any of its Post-closing Subsidiaries or the Transferred Assets by the Company or any of its Post-closing Subsidiaries. For the avoidance of doubt, the Company Liabilities do not include any Liabilities under the federal or any other securities laws relating to the Public Offering but do include all Liabilities relating to the Employment Agreements irrespective of whether occurring or arising prior to, on or after the Closing Date and all Liabilities relating to any Renewal Obligations.

Examples of Company Liabilities in a sentence

From and after the Distribution Time, the Company Group shall direct the defense or prosecution of (i) any Actions set forth on Schedule 4.11(b) and (ii) any other Actions that constitute only Company Liabilities, Company Assets, Delayed Company Liabilities or Delayed Company Assets (“Company-Controlled Actions”).
Notwithstanding the foregoing, any such Company Assets or Company Liabilities shall continue to constitute Company Assets and Company 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 Company Liabilities shall otherwise become assignable or able to be novated, SpinCo shall promptly assign, or cause to be assigned, and the Company or the applicable Company Group member shall assume, such Unreleased Company Liabilities without exchange of further consideration.

More Definitions of Company Liabilities

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

Company Liabilities has the meaning set forth in Section 2.4.

Company Liabilities means (without duplication) the following Liabilities of either the Company or SpinCo or any of the members of its Group:

Company Liabilities has the meaning set forth in Section 5.14(h).

Company Liabilities shall have the same meaning as Automotive Liabilities in the Master Purchase Agreement.

Company Liabilities has the meaning assigned thereto in Section 10.1.

Company Liabilities means all direct and indirect liabilities and obligations of the Company and its subsidiaries from time to time including the aggregate undistributed amounts due to Shareholders to pay Taiwanese taxes on any income allocated to them. In determining the amount of such liabilities, any contingent liabilities, guarantees or other amounts that are not recorded on the Company’s consolidated balance sheet shall be included and reserved against at the fair probable value thereof as reasonably determined by the Board of Directors in accordance with GAAP.