Cyclone Transferred Liabilities definition

Cyclone Transferred Liabilities means, subject to the indemnification obligations of Cyclone and its Affiliates under Article 8, (i) the liabilities of Cyclone and its Affiliates to be assumed by the Venture Entities and their subsidiaries pursuant to Section 2.1, (ii) those held by any entity to be transferred by Cyclone and its Affiliates to the Venture Entities pursuant to Section 2.1, and (iii) the obligations of Cyclone and its Affiliates under any Contracts included as Cyclone Transferred Assets; provided, that the term “Cyclone Transferred Liabilities” shall not include any Excluded Liabilities.
Sample 1

Related to Cyclone Transferred Liabilities

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Covered Liabilities as defined in Subsection 11.21.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Target Companies means the Company and its Subsidiaries.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • 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.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Affiliate means any Affiliate of Seller.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.