New Parkway Liabilities definition

New Parkway Liabilities means (i) the Legacy Parkway Houston Liabilities and the Cousins Houston Liabilities, after giving effect to the Separation Transactions, (ii) all Liabilities and obligations arising under the New Parkway Credit Facilities and (iii) $100,000, if any of the New Parkway Group, the Legacy Parkway or any of their respective Representative discloses the Opinion or publicly discloses the identity of the Appraiser, without the prior written consent of Cousins.
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New Parkway Liabilities has the meaning set forth in the Separation and Distribution Agreement.
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Examples of New Parkway Liabilities in a sentence

  • All Liabilities assumed by New Parkway under this Agreement shall be New Parkway Liabilities for purposes of the Separation and Distribution Agreement.

  • New Parkway acknowledges and agrees that Cousins’ willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by New Parkway’s covenants and agreements in this Agreement and the Ancillary Agreements, including New Parkway’s assumption of the New Parkway Liabilities pursuant to the Separation Transactions and the provisions of this Agreement and New Parkway’s covenants and agreements contained in Article IV.

Related to New Parkway Liabilities

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • 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;

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

  • Environmental Management Plan or “EMP” means the environmental management plan for the Project, including any update thereto, incorporated in the IEE;

  • Assumed Obligations has the meaning specified in Section 2.2.

  • National Park means comparatively large areas of outstanding scenic and natural beauty with the primary objective of protection and preservation of scenery, flora and fauna in the natural state to which access for public recreation and education and research may be allowed;

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;