Foodservice Liabilities definition

Foodservice Liabilities means (i) any and all Liabilities to the extent arising out of or relating to the Foodservice Business or the Foodservice Assets, in each case whether such Liabilities arise or accrue prior to, on or after the Effective Date (other than such Liabilities which are specifically retained by Manitowoc ParentCo under this Agreement or any Ancillary Agreement), (ii) any and all Liabilities that are expressly listed, scheduled or otherwise clearly described in this Agreement or any other Ancillary Agreement as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, (iii) all obligations of SpinCo under or pursuant to this Agreement, any Ancillary Agreement or any other instrument entered into in connection herewith or therewith, and (iv) any and all Liabilities to the extent arising out of or relating to the operation of any business conducted by the SpinCo Group at any time after the Effective Date. Notwithstanding the foregoing, the Foodservice Liabilities shall not include any Liabilities for Taxes that are allocated to Manitowoc ParentCo by the Tax Matters Agreement.
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Foodservice Liabilities means the following liabilities: (i) the Funded Debt (as defined in Section 5.1(f) (ii) of the Merger Agreement), (ii) all obligations of performance or payment relating to or arising after the Offer Closing Time from the Foodservice Assets and the conduct of the Foodservice Business (as defined in the preamble to the Merger Agreement) to be performed or paid by the terms thereof after the Offer Closing Time, except for each of those purchase contracts between International and Coca-Cola, Lamb Xxxxxx xxx Bunge, (iii) all Liabilities relating to the employment of all Foodservice Employees after the Offer Closing Time, and (iv) the monetary obligations of Compass under the Series A Preferred Stock Purchase Agreement (as defined in the Merger Agreement). "French Quarter" means French Quarter Coffee Co., a Delaware corporation. "Fuddruckers" means Fuddruckers, Inc., a Texas corporation. "Great Bagel" means The Great Bagel and Coffee Company, a Delaware corporation. "Group" means the UCRI Group or the International Group. "Information" has the meaning set forth in Section 6.2 of this Agreement. "Information Statement" means the information statement to be sent to the holders of International Common Stock in connection with the Distribution. "Intellectual Property Agreement" means those agreements pursuant to which International and UCRI are providing for the right of Daka to use the "French Quarter Coffee," "Good Natured Cafe" and "Leo's Deli" names and marks.
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Foodservice Liabilities means (i) any and all Liabilities to the extent arising out of or relating to the Foodservice Business or the Foodservice Assets, in each case whether such Liabilities arise or accrue prior to, on or after the Effective Date (other than such Liabilities which are specifically retained by Manitowoc ParentCo under this Agreement or any Ancillary Agreement), (ii) any and all Liabilities that are expressly listed, scheduled or otherwise clearly described in this Agreement or any other Ancillary Agreement as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, (iii) all obligations of SpinCo under or pursuant to this Agreement, any Ancillary Agreement or any other instrument entered into in connection herewith or therewith, and (iv) any and all Liabilities
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Examples of Foodservice Liabilities in a sentence

  • The rights and obligations of Manitowoc ParentCo, SpinCo and each of their respective Indemnified Parties under this Agreement will survive the sale, assignment or other transfer of (i) any Foodservice Assets or Foodservice Liabilities or (ii) any Manitowoc ParentCo Assets or Manitowoc ParentCo Liabilities.

  • All of the Foodservice Assets shall have been transferred and conveyed to Parent or an Affiliate of Parent (other than Newco or AHCGC) and Parent or such Affiliate shall have assumed all Assumed Foodservice Liabilities pursuant to the terms of this Agreement and the Foodservice Asset Transfer Documents.

  • For the part of the action incorporating a form of financing not linked to costs but on the achievement of results, the verification mechanisms will focus on the results and performance indicators previously agreed.

Related to Foodservice Liabilities

  • 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;

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

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • 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);

  • Customer Group means Customer and any of its Affiliates;

  • ADT means Weighted Average Daily Traffic, or the ratio between (a) traffic to (b) the number of days in a given period of time. Traffic is the number of vehicle crossings in toll plazas or free toll roads in a given period of time.

  • 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;

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Home health aide services means the personal care and maintenance activities provided to individuals for the purpose of promoting normal standards of health and hygiene.

  • Personal Services means “the performance of any work or labor and shall also include acting as an independent contractor or providing any consulting advice or assistance, or otherwise acting as an agent pursuant to a contractual relationship.”

  • Goods/Services means the goods and/or services detailed in the Purchase Order issued by Versuni Supplier; “Intellectual Property Rights” (or “IPR”) means all intellectual property rights of any nature applied for or existing anywhere in the world for their full term and together with any revivals, renewals or extensions. “Purchase Order” means the Versuni purchase order issued by Versuni to procure Goods/Services from the Supplier, to which these conditions are attached by reference;;

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

  • Company Services means any services (including but not limited to technical and product support, technical advice, underwriting and customer services) supplied by the Company or its Affiliates in the specialty property and/or casualty insurance business.

  • Financial Services Business for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term "Managerial Responsibilities" for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as that Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term "SunTrust Affiliate" for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of §424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under §424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term "Territory" for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F) "Trade Secret" for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.

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

  • Multiphase professional services contract means a contract for the providing of professional

  • Maritime cargo handling services means activities exercised by stevedore companies, including terminal operators, but not including the direct activities of dockers, when this workforce is organised independently of the stevedoring or terminal operator companies. The activities covered include the organisation and supervision of:

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

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

  • Professional Services Agreement means the agreement attached hereto as Exhibit C and all written statements of work signed by Licensee and related thereto.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • Pharmacy care means medications prescribed by a licensed physician and any health-related services considered medically necessary to determine the need or effectiveness of the medications.

  • Cemetery services means cremations, grave openings and closings, and installation of grave memorials.

  • Emergency medical services provider means a person who has received formal training in prehospital and emergency care, and is licensed to attend any person who is ill or injured or who has a disability. Police officers, firefighters, funeral home employees and other persons serving in a dual capacity one of which meets the definition of “emergency medical services provider” are “emergency medical services providers” within the meaning of this chapter.

  • Personal services contract means a contract that, by its express terms or as administered, makes the contractor per- sonnel appear to be, in effect, Government employees (see 37.104).

  • Medical services means Medically Necessary services, including, as the context requires, Confinement, treatments, procedures, tests, examinations or other related services for the investigation or treatment of a Disability.