CSC Liabilities definition

CSC Liabilities means any and all Liabilities to the extent arising out of: (a) the operation or conduct of the CSC Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); (b) the operation or conduct of any business conducted by any member of the CSC Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); or (c) any CSC Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time): (i) any Liabilities to the extent arising out of the CSC Contracts; (ii) any Corporate Liability; (iii) the CSC Sharing Percentage of any Shared Contingent Liability; (iv) any Liabilities to the extent arising out of any (x) Actions or disputes related to the CSC Business and (y) Actions or disputes set forth on Schedule 1.1(dd)(iv); (v) any Liabilities assumed or retained by the CSC Group pursuant to this Agreement or the Ancillary Agreements; (vi) any Liabilities to the extent arising out of any infringement by the CSC Business of the Intellectual Property of any other Person or breach by the CSC Business of any Contract relating to Intellectual Property; (vii) any Liabilities to the extent arising out of any (A) violation prior to the Effective Time of any Environmental Laws by the CSC Group or the conduct of the CSC Business, (B) use, treatment, or disposal prior to the Effective Time of Materials of Environmental Concern by or on behalf of the CSC Group or in the conduct of the CSC Business or (C) presence of Materials of Environmental Concern at, or release of Materials of Environmental Concern from any CSC Assets; (viii) any Liabilities to the extent arising out of any Discontinued Operation that was not related to the Computer Sciences GS Business; (ix) any Liabilities arising out of Indebtedness (other than capital leases) of CSC or any of its Subsidiaries (including the Computer Sciences GS Group) i...
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CSC Liabilities means (i) Liabilities of CSC under this Agreement or any Ancillary Agreement, (ii) Liabilities, other than Spinco Liabilities, incurred in connection with the conduct or operation of the CSC Business or the ownership, leasing or use of the CSC Assets (including liabilities arising under contracts, real property and leasehold interests), whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising before, on or after the Distribution Date, (iii) Divested Business Liabilities and (iv) Identified Non-Operating Real Property Liabilities. DISTRIBUTION is defined in the Background to this Agreement.
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CSC Liabilities means any and all Liabilities to the extent arising out of: (a) the operation or conduct of the CSC Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); (b) the operation or conduct of any business conducted by any member of the CSC Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the CSC Group which relates to the CSC Business); or (c) any CSC Assets, whether arising prior to, at or after the Effective Time; and each of the following Liabilities (whether arising prior to, at or after the Effective Time):
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Examples of CSC Liabilities in a sentence

  • For the avoidance of doubt, Computer Sciences GS and the Computer Sciences GS Group shall not assume, and following the Effective Time CSC and the CSC Group shall be solely responsible for and shall retain, any CSC Liabilities.

  • For the avoidance of doubt, CSRA and the CSRA Group shall not assume, and following the Effective Time CSC and the CSC Group shall be solely responsible for and shall retain, any CSC Liabilities.

  • Whether or not any such consent, approval, substitution or amendment is obtained, nothing in this paragraph (d) shall in any way limit the obligations of CSC in respect of its indemnification of Spinco Indemnitees for the CSC Liabilities pursuant to Article V hereof.

  • Whether or not any required consent or governmental authorization is obtained, or any Asset or Liability is transferred or assumed, as the case may be, on or prior to the Distribution Date, nothing in this paragraph (c) shall in any way limit the obligations of Spinco to indemnify the CSC Indemnities (as defined in Section 5.1) for Spinco Liabilities pursuant to Section 5.1 or the obligations of CSC to indemnify Spinco Indemnities (as defined in Section 5.2) for CSC Liabilities pursuant to Section 5.2.