Contributed Liabilities definition

Contributed Liabilities means with respect to any Parent Party, (i) the liabilities, obligations and commitments contained in the Contracts primarily relating to such Parent Party's Existing Business, (ii) all accounts payable of such Parent Party and its Affiliates arising primarily out of the operation or conduct of its Existing Business prior to the Closing and (iii) all other liabilities, obligations and commitments of such Parent Party or its Affiliates of any nature whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, arising primarily out of the operation or conduct of its Existing Business before, on or after the Closing Date.

Contributed Liabilities shall have the meaning set forth in Section 4(b).

Contributed Liabilities means with respect to any Parent Party,

Examples of Contributed Liabilities in a sentence

• At the Closing, MUMSS will be an entity duly organized and validly existing under the laws of Japan and will have all requisite corporate power and authority to own and operate, as applicable, the MUS Contributed Assets, the MUS Contributed Liabilities, the MUS Contributed Business, the IBD Contributed Assets, the IBD Contributed Liabilities and the IBD Contributed Business as currently conducted or as proposed to be conducted from and after the Closing.

• At the Closing, MSJS will be an entity duly organized and validly existing under the laws of Japan and will have all requisite corporate power and authority to own and operate, as applicable, the MSJS Contributed Assets, the MSJS Contributed Liabilities, and the MSJS Contributed Business (other than the IBD Contributed Assets, the IBD Contributed Liabilities and the IBD Contributed Business) as currently conducted or as proposed to be conducted from and after the Closing.

• Seller has duly and validly transferred and assigned to the Company pursuant to the Contribution Agreement, and the Company has assumed and accepted from Seller, all of the Contributed Assets and the Contributed Liabilities, in each case, in accordance with Applicable Law and free and clear of all Liens (other than Permitted Liens).

• Accordingly, we may use linear, quadratic, cubic or higher-order polynomials to appropriately fit the data.Here the pth order fluctuation function is calculated as the average over all segments.

• From and after the Time of Transfer, the Operating Partnership shall assume, pay, perform and discharge all liabilities and obligations (including performance obligations) of Contributor with respect to the Contributed Assets and shall accept the Contributed Assets subject to the Contributed Liabilities and Contributor's servicing and other performance obligations pursuant to the Contributed Agreements.

More Definitions of Contributed Liabilities

Contributed Liabilities means the liabilities contributed (directly or indirectly) to the Company pursuant to the terms of the Contribution Agreement.

Contributed Liabilities means the Citigroup Contributed Liabilities or the Mxxxxx Sxxxxxx Contributed Liabilities, or both, as the context requires.

Contributed Liabilities means (without duplication) (a) all Liabilities primarily related to, arising out of or resulting from the operation or conduct of the Animated Motion Picture Business, including any Liabilities to the extent relating to, arising out of or resulting from any Contributed Asset, in each case whether arising before, on or after the Separation Date, (b) all Shared Contract Liabilities, whether arising before, on or after the Separation Date, (c) all Liabilities of, or relating to, DWA Employees arising out of, or resulting from future, present or former employment with the Animated Motion Picture Business (including any Liabilities relating to, arising out of or resulting from any Plan to the extent they relate to DWA Employees), (d) the Revolver Debt that the Corporation expressly assumes on the Separation Date, (e) all Liability for the Advances (as defined in the Universal Agreement) that the Corporation expressly assumes pursuant to the Universal Interparty Agreement, (f) all Liability for the subordinated debt that the Corporation expressly assumes pursuant to the HBO Loan Agreement, (g) all Liabilities relating to the actions, suits, claims and proceedings listed on Schedule 1.01(d), (h) all Liabilities primarily related to, arising out of or resulting from the merger of PDI and Merger Sub, including, without limitation, any claim brought by or on behalf of a stockholder of PDI, (i) all Liabilities primarily related to the business and operations of PDI, (j) all Liabilities of the LLC under any agreement between the LLC and any of the directors or director nominees of the Corporation entered into prior to the Separation Date that indemnifies such directors or directors nominees for actions taken in their capacity as directors or director nominees of the Corporation (or, in the case of Roger Enrico, as an employee of the Corporation) and (k) all Liabilitixx xxxx xxx Corporation expressly assumes pursuant to the Animated Film Assumption Agreement.

Contributed Liabilities means, with respect to MUFG or its Contributing Subsidiaries, the MUS Contributed Liabilities, and with respect to MS or its Contributing Subsidiaries, the MSJS Contributed Liabilities and the IBD Contributed Liabilities, as applicable.

Contributed Liabilities means (i) liabilities arising under the Contracts on or after the date hereof, and (ii) those liabilities of Member set forth on Schedule 1.2.

Contributed Liabilities means all liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) of Member or otherwise related to any of the assets or the business of Member, other than the Retained Liabilities. For the avoidance of doubt, Contributed Liabilities include all liabilities of the Member for Taxes, including Taxes arising as a result of the Initial Capital Contribution, for all Tax periods (or portions thereof) ending on or before the date hereof. In the case of any Taxes imposed on a periodic basis which are payable for a Tax period that includes (but does not end on) the date hereof, the portion of such Taxes attributable to the portion of such Tax period ending on and including the date hereof shall (x) if such Taxes are based upon or relate to income, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the date hereof, or (y) if such Taxes are not based upon or related to income, be deemed to be the amount of such Taxes for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the date hereof and the denominator of which is the number of days in the entire Tax period.

Contributed Liabilities means, collectively, the BHGE Contributed Liabilities and the GE Contributed Liabilities.