Liabilities definition
Examples of Liabilities in a sentence
Following the Closing, the indemnification provisions of this Section 9.3 shall be the sole and exclusive remedies of the Transferee Indemnified Parties for any losses related to the Excluded Liabilities that it may at any time suffer or incur or become subject to.
During the Restriction Period, Transferee shall use its commercially reasonable efforts to maintain, or cause to be maintained, an amount of indebtedness treated as Nonrecourse Liabilities of Transferee for purposes of Section 752 of the Code such that each Protected Unitholder is allocated, pursuant to Treasury Regulations Section 1.752-3, Nonrecourse Liabilities of Transferee in an amount no less than such Protected Unitholder's Pro Rata Share of the Minimum Debt Allocation.
Prior to the date of this Agreement, Transferor has assumed and agreed to be responsible for all Excluded Liabilities and, except as set forth on Section 5.1(b) of the Transferor Disclosure Letter, all Excluded Liabilities existing as of the date hereof have been transferred to entities that are not the Company or any of its Subsidiaries.
In the event any such transaction occurs during such period that results in the recognition of any Remaining Section 704(c) Built-in Gain or the reduction of Nonrecourse Liabilities of Transferee such that maintaining an allocation of the Minimum Debt Allocation pursuant to Section 3.1 becomes commercially unreasonable, the amount of Remaining Section 704(c) Built-in Gain or the Minimum Debt Allocation, as applicable, shall be appropriately reduced.
To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.