Foreign Liabilities definition

Foreign Liabilities means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, the Foreign Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against the Foreign Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, expenses and other amounts are allowed claims in such proceeding.

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Foreign Liabilities means the liabilities of the transferor to be discharged outside Malaysia.

Foreign Liabilities means (a) individually, each Australian Liability, each Canadian Liability and each Japanese Liability as the context may require, and (b) collectively, all of the foregoing.

Examples of Foreign Liabilities in a sentence

• Any failure to so attach or endorse, or any error in doing so, shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations or the Canadian Liabilities, or the Foreign Liabilities, as applicable.

• Consequently, subject to the terms and conditions of this Agreement, each Borrower hereby assumes, guarantees payment and performance of, and agrees to discharge all Obligations of each of the other Borrowers; provided that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, the Canadian Loan Parties shall be liable only for the Canadian Liabilities and the Foreign Borrower shall be liable only for the Foreign Liabilities.

• Each Foreign Borrower is obligated to repay the Foreign Liabilities as joint and several obligors under this Agreement.

• Consequently, subject to the terms and conditions of this Agreement, each Borrower hereby assumes, guarantees payment and performance of, and agrees to discharge all Obligations of each of the other Borrowers; provided that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, the Foreign Loan Parties shall be liable only for the Foreign Liabilities.

• If any amount remains on deposit as Cash Collateral after all Foreign Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Foreign Liabilities, if any, in the order set forth above.

• Notwithstanding the foregoing, any amounts of the Foreign Loan Parties so offset shall be applied solely to the Foreign Liabilities.

• Any failure to so attach or endorse, or any error in doing so, shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations or the Foreign Liabilities, as applicable.

• In addition, any insurance proceeds from any Collateral pledged by the Foreign Loan Parties shall not be available to pay any Domestic Obligations (other than the Foreign Liabilities).

• To the extent the Company pays Foreign Liabilities in order to prevent imminent seizure of its assets, and provided that prior to such payment it has, to the extent reasonable, provided prior notice to and consulted with the Buyer in connection with such payment, Buyer shall reimburse the Company for such amounts so paid.

• Seller and Buyer shall pursuant to, and in accordance with, the terms and conditions of this Agreement enter into, or cause their respective Affiliates to enter into, as soon as reasonably practicable following the date hereof (but in any event prior to the Closing Date) separate agreements (the “Subsidiary Agreements”) documenting the purchase and sale of each portion of the Acquired Foreign Assets and the Assumed Foreign Liabilities to be conveyed separately to Buyer or one or more of its Affiliates).

More Definitions of Foreign Liabilities

Foreign Liabilities means, as of the Closing Date, (a) all liabilities that are incurred by either of the Retained Subsidiaries with respect to the Acquired Business, (b) subject to Section 12.2, all liabilities for transfer, sales, use, and other Taxes other than Income Taxes arising in connection with the consummation of the Transactions, (c) all liabilities under the agreements, Contracts, Leases, licenses, and other arrangements constituting Foreign Assets or otherwise relating to the Foreign Assets, (d) all liabilities reflected in the Financial Statements or the Reference Statement as liabilities of the Business, and (e) all liabilities set forth in Section 1.4 of the Disclosure Schedule hereto; provided, however, that the Foreign Liabilities shall not include any Excluded Liabilities.

Foreign Liabilities means those Assumed Liabilities of Word Canada or Word U.K. which directly relate to the Music Business.

Foreign Liabilities. The liabilities and obligations of the Foreign Subsidiaries other than the Excluded Foreign Liabilities to the extent relating exclusively to an Acquired Business or the Foreign Assets or as otherwise scheduled. Foreign Subsidiaries: Collectively, the Canadian Subsidiary and the UK Subsidiary. GAAP: Generally accepted accounting principles, methods and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board.

Foreign Liabilities. As defined in Section 1.1(b)(ii).

Foreign Liabilities means the Assumed Liabilities (in each case, as defined in the Asset Transfer Agreements) that are to be assumed by the Buyer from the Foreign Asset Sellers pursuant to the Asset Transfer Agreements.

Foreign Liabilities has the meaning set forth in Section 3.23 hereof. "Funding" means the Postpetition Debt as defined in the Funding Agreement. "Funding Agreement" means the Order Authorizing Debtor to (A) Use Cash Collateral; (B) Incur Postpetition Debt; and