Legacy Liabilities definition

Legacy Liabilities means, at any time, with respect to SpecCo or AgCo, as applicable, its indemnification obligations to the Other Party’s Indemnitees pursuant to the Separation Agreement, Employee Matters Agreement and/or Tax Matters Agreement, in each case to the extent such obligations relate to a Liability that is (i) in case of SpecCo, a SpecCo Group Excess DuPont Discontinued and/or Divested Operations and Business Liability, SpecCo Group Specified DuPont Discontinued and/or Divested Operations and Business Liability, Specialty Products Related DuPont Discontinued and/or Divested Operations and Business Liability or a Shared Historical DuPont Liability or (ii) in case of AgCo, an AgCo Group Excess DuPont Discontinued

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Legacy Liabilities shall have the meaning set forth in Section 3.4(a).

Examples of Legacy Liabilities in a sentence

Any amounts owed in respect of any Legacy Liabilities shall be remitted promptly to the Party owed such amount or the relevant third party to which such Liability is owed, at the sole discretion of RemainCo, after the Party entitled to such amount provides an invoice (including reasonable supporting information with respect thereto) to the Party owing such amount.
ElectronicsCo shall make available to RemainCo, upon reasonable written request, ElectronicsCo’s and its Subsidiaries’ officers, directors, employees and agents to assist in the management (including, if applicable, as witnesses in any Action) of any Legacy Liabilities to the extent that such Persons may reasonably be required in connection with the prosecution, defense or day-to-day management of any Legacy Liability.
The partial assumption of each of the SpecCo Relevant Legacy Liabilities and the SpecCo Funding Obligations made hereunder is made in accordance with the Letter Agreement and the MOU (including, in each case, without limitation, the representations, warranties, covenants, agreements and indemnities contained therein).
The parties hereto agree that if the Electronics Spin-Off does not occur for any reason, this Agreement, the partial assumption of each of the SpecCo Relevant Legacy Liabilities and the SpecCo Funding Obligations made hereunder, and any other transactions contemplated by this Agreement shall be null and void.
With respect to the HR Liabilities pertaining to any Former Other Business Employee, to the extent not otherwise addressed herein, the principles of Article VII (Legacy Liabilities) of the Separation Agreement apply to such HR Liability.

More Definitions of Legacy Liabilities

Legacy Liabilities means (a) all Liabilities to the extent they arise out of, result from or relate to ▇▇▇▇▇▇▇▇ Marketing, Inc. or Sinclair Services Company, (b) all Liabilities to the extent they arise out of, result from or relate to the Legacy Assets, including Liabilities specific to a Legacy Asset, such as environmental contamination of the particular Legacy Asset and any associated real property or adjacent real property, claims for personal injury or death arising out of the presence of environmental contamination at or emanating from any Legacy Asset, Liabilities relating to specific activities or operations at a Legacy Asset (other than activities constituting participation in the industry generally, which shall not constitute Legacy Liabilities in accordance with the proviso below) or Liabilities related to the dismantling or disposition of the particular Legacy Asset, and (c) the SFC Liabilities (as defined in the Reorganization Agreement); but, in all cases of clauses (a), (b) and (c) above, excluding (i) Employment Liabilities, (ii) products Liabilities and (iii) Liabilities that arise primarily from participation in the refining industry or any of the businesses of transporting, selling or marketing hydrocarbons or refined products generally and would be generally applicable to any participants in such industries, such as climate change litigation.

Legacy Liabilities means any and all (a) Liabilities described in clauses (v), (vi) (to the extent allocated based on the Applicable ElectronicsCo Percentage), (ix), (x), (xi)(A), (xi)(D), (xii), (xiv), (xvii)(b) and (xvii)(c) of the definition of “ElectronicsCo Liabilities”, (b) Liabilities described in clauses (v), (vi) (to the extent allocated based on the Applicable RemainCo Percentage), (ix), (x), (xi)(A), (xi)(D), (xii), (xiv), (xvi)(b) and (xvi)(c) of the definition of “RemainCo Liabilities” and (c) other Liabilities allocated to each Party’s Group based on its respective Applicable Percentage pursuant to this Agreement.

Legacy Liabilities means, with respect to any Transferred Entity, all Liabilities of such Transferred Entity to the extent arising from or relating to any business or operations conducted prior to the Closing by such Transferred Entity, other than Liabilities to the extent arising out of or relating to the past, present or future operation or ownership of the Business.

Legacy Liabilities means, notwithstanding any disclosure by Sellers in the Schedules or Exhibits to this Agreement, any Liabilities (including any repurchase and/or indemnification claims) arising from the operation of the Company’s business prior to the Closing Date.

Legacy Liabilities means, as of the Effective Time, the Liabilities of Parent and its Subsidiaries arising solely in respect of the Legacy Assets;

Legacy Liabilities means all accounts payable in excess of sixty (60) days old and delinquent payroll taxes and other tax liabilities.

Legacy Liabilities means the liabilities of BrightStar identified in Exhibit A attached hereto.