Corporate Liabilities definition
Corporate Liabilities means any and all Liabilities of CSC and its Subsidiaries that arise out of (i) the activities and business of the CSC corporate division as conducted at any time prior to the Effective Time or (ii) any Discontinued Operation to the extent the same are not Computer Sciences GS Liabilities.
Corporate Liabilities means all Liabilities to the extent relating to, arising out of or resulting from a general corporate matter of Xerox or any member of the Xerox Group (including any such Liabilities relating to, arising out of or resulting from claims made by or on behalf of holders of any Xerox securities (including debt securities), in their capacities as such, whether made under any applicable corporation, securities or other Laws, or by or on behalf of any Governmental Authority under any applicable securities Laws, Laws related to the duties of officers or directors or similar Laws), including the Liabilities set forth on Schedule IX. In the event of any inconsistency or conflict that may arise in the application or interpretation of the foregoing provision, for the purpose of determining what is and is not a Corporate Liability, any item described in this definition of “Corporate Liabilities” shall take priority over clause (b) of the definition of “Conduent Liabilities” and clause (a) of the definition of “Xerox Liabilities.”
Corporate Liabilities means all Liabilities to the extent relating to, arising out of or resulting from a general corporate matter of DTE Energy or any other member of the DTE Energy Group (including any such Liabilities relating to, arising out of or resulting from claims made by or on behalf of holders of any DTE Energy securities (including debt securities), in their capacities as such, whether made under any applicable corporation, securities or other Laws, or by or on behalf of any Governmental Authority under any applicable securities Laws, Laws related to the duties of officers or directors or similar Laws), including the Liabilities set forth on Schedule VIII. In the event of any inconsistency or conflict that may arise in the application or interpretation of the foregoing sentence, for the purpose of determining what is and is not a Corporate Liability, any item described in this definition of “Corporate Liabilities” shall take priority over clause (b) of the definition of “DT Midstream Liabilities” and clause (a) of the definition of “DTE Energy Liabilities”.
Examples of Corporate Liabilities in a sentence
Th e partie s d o no t ente r int o thi s agreemen t t o protec t an y specifi c thir d party .
Without limiting the indemnification provisions of Article VI, any amounts owed in respect of any Corporate Liabilities shall be remitted within sixty (60) days following submission by the party entitled to such amount of an invoice (including reasonable supporting Information with respect thereto) to the party owing such amount.
Attached hereto as Schedule 3.15 is a true and complete list at the Closing Date of the Corporation's debts, liabilities, or obligations, whether contingent, nonasserted, or nonaccrued, of any type or nature, including obligations on contracts, leases, written or oral, employee benefits, or state or federal tax obligations (the "Corporate Liabilities").
Except for the Corporate Liabilities, the Corporation does not have, and at the Closing Date will not have, any debts or obligations, contingent or otherwise, related to the conduct of the Corporation's business prior to the Closing Date, except as may be reserved for on Schedule 3.15.
Attached hereto as Schedule 3.15 is a true and complete list at the Closing Date of Corporation's debts, liabilities, or obligations, whether contingent, nonasserted, or nonaccrued, of any type or nature, including obligations on contracts, leases, written or oral, employee benefits, or state or federal tax obligations (the "Corporate Liabilities").
More Definitions of Corporate Liabilities
Corporate Liabilities means any and all Liabilities of Delta and its Subsidiaries that arise out of (i) the activities and business of the Delta corporate division as conducted at any time prior to the Effective Time or (ii) any Discontinued Operation to the extent the same are not Ultra Liabilities.
Corporate Liabilities means (without duplication):
Corporate Liabilities means any and all Liabilities of SAIC and its Subsidiaries that (i) arise out of the conduct or operations of the business of SAIC or its Subsidiaries prior to the Effective Time and (ii) are not Leidos Liabilities or New SAIC Liabilities, including Liabilities arising out of (x) the activities and business of the SAIC corporate division as conducted at any time prior to the Effective Time or (y) any Discontinued Operation that was not part of either the Leidos Business or New SAIC Business.
Corporate Liabilities means any and all Liabilities of Kellanova to the extent relating to, arising out of or resulting from (a) claims made by or on behalf of holders of any of Kellanova’s securities, in their capacities as such, (b) any form, report, statement, certifications or other document (including all exhibits, amendments and supplements thereto) (other than a Disclosure Document) filed by ▇▇▇▇▇▇▇▇▇ with the SEC on or prior to the Distribution, including the financial statements included therein, (c) the maintenance of ▇▇▇▇▇▇▇▇▇’s books and records, ▇▇▇▇▇▇▇▇▇’s corporate compliance and other corporate-level actions and oversight of ▇▇▇▇▇▇▇▇▇ and (d)(i) indemnification obligations to any current or former director or officer of Kellanova in their capacity as such in respect of occurrences prior to the Distribution or (ii) any claims for breach of fiduciary duties brought against any current or former directors or officers of Kellanova, in their capacities as such in respect of occurrences prior to the Distribution, in each case, relating to any acts, omissions or events on or prior to the Distribution. For purposes of clarification of the foregoing, the Parties agree that no Liability relating to, arising out of or resulting from any obligations of any Person to perform the executory portion of any Contract existing as of the Distribution shall be deemed to be a Corporate Liability. Notwithstanding anything to the contrary herein, Corporate Liabilities shall not include any Liabilities that are related or attributable to or arising in connection with Taxes or Tax Returns.
Corporate Liabilities means any and all Liabilities of Kellanova to the extent relating to, arising out of or resulting from (a) claims made by or on behalf of holders of any of Kellanova’s securities, in their capacities as such, (b) any form, report, statement, certifications or other document (including all exhibits, amendments and supplements thereto) (other than a Disclosure Document) filed by Kellanova with the SEC on or prior to the Distribution, including the financial statements included therein, (c) the maintenance of Kellanova’s books and records, Kellanova’s corporate compliance and other corporate-level actions and oversight of Kellanova and (d)(i) indemnification obligations to any current or former director or officer of Kellanova in their capacity as such in respect of occurrences prior to the Distribution or (ii) any claims for breach of fiduciary duties brought against any current or former directors or officers of Kellanova, in their capacities as such in respect of occurrences prior to the Distribution, in each case, relating to any acts, omissions or events on or prior to the Distribution. For purposes of clarification of the foregoing, the Parties agree that no Liability relating to, arising out of or resulting from any obligations of any Person to perform the executory portion of any Contract existing as of the Distribution shall be deemed to be a Corporate Liability. Notwithstanding anything to the contrary herein, Corporate Liabilities shall not include any employee-related Liabilities or Liabilities that are related or attributable to or arising in connection with Taxes or Tax Returns.
Corporate Liabilities means all Liabilities to the extent relating to, arising out of or resulting from a general corporate matter of Costamare or any other member of the Costamare Group (including any such Liabilities relating to, arising out of or resulting from claims made by or on behalf of holders of any Costamare securities (including debt securities), in their capacities as such, whether made under any applicable corporation, securities or other Laws, or by or on behalf of any Governmental Authority under any applicable securities Laws, Laws related to the duties of officers or directors or similar Laws), including the Liabilities set forth on Schedule VIII. In the event of any inconsistency or conflict that may arise in the application or interpretation of the foregoing sentence, for the purpose of determining what is and is not a Corporate Liability, any item described in this definition of “Corporate Liabilities” shall take priority over clause (b) of the definition of “Costamare Bulkers Liabilities” and clause (a) of the definition of “Costamare Liabilities”.
Corporate Liabilities has the meaning set forth in Section 2.17 of the Disclosure Schedules.