Contributed Chalone Liabilities means the Contributed Liabilities as defined under the Chalone Contribution Agreement.
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
Excluded Liabilities has the meaning set forth in Section 2.4.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Retained Liabilities has the meaning set forth in Section 2.4.
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.
Assumed Liabilities has the meaning set forth in Section 2.3.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
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;
Excluded Entities has the meaning set forth in Section 2.2(b)(iv).
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Assumed Obligations has the meaning specified in Section 2.2.
Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);
Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.
BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
Transferred Subsidiaries shall have the meaning set forth in the Recitals.
Transferred Entities means the entities set forth on Schedule 1.5.
Covered Liabilities as defined in Subsection 11.21.
Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.