Parent Retained Liabilities definition
Parent Retained Liabilities means the Liabilities to be retained by the Parent Group as set forth on Schedule 1.01(g).
Parent Retained Liabilities means the Liabilities to be retained by the Parent Group as set forth on Section 1.01(h) of the Disclosure Letter.
Parent Retained Liabilities has the meaning set forth in Section 6.17 of the Company Disclosure Letter.
Examples of Parent Retained Liabilities in a sentence
Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.
Seller Parent acknowledges and agrees that neither Purchaser Parent, Purchaser nor any of their respective Affiliates makes any express or implied representation or warranty with respect to the Purchaser Parent Retained Businesses or Purchaser Parent Retained Liabilities.
All Liabilities assumed or retained by a member of the Parent Group under this Agreement shall be Parent Retained Liabilities for purposes of the Separation Agreement.
More Definitions of Parent Retained Liabilities
Parent Retained Liabilities means any and all Liabilities listed on Schedule 1.1(c). Notwithstanding the foregoing, the Parent Retained Liabilities shall not include any Liabilities to the extent related or attributable to, or arising in connection with, Taxes or Tax Returns, which shall be exclusively governed by the Tax Matters Agreement.
Parent Retained Liabilities means all Liabilities of Parent or any of its Affiliates other than HL Business Liabilities, including:
Parent Retained Liabilities means:
Parent Retained Liabilities means:
(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Parent or any other member of the Parent Group, and all agreements, obligations and other Liabilities of Parent or any member of the Parent Group under this Agreement or any of the Ancillary Agreements;
Parent Retained Liabilities means all Liabilities of Parent or its Subsidiaries other than the Spinco Assumed Liabilities.
Parent Retained Liabilities means:
(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Parent or any other member of the Parent Group, and all agreements, obligations and other Liabilities of Parent or any member of the Parent Group under this Agreement or any of the Ancillary Agreements;
(ii) any and all Liabilities of a member of the Parent Group to the extent relating to, arising out of or resulting from any Parent Retained Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the SpinCo Business);
(iii) any and all Parent Cyber Liabilities;
(iv) the Liabilities listed on Schedule 1.1(94); and
(v) any and all Liabilities of Parent and each of its Subsidiaries that are not SpinCo Liabilities.
Parent Retained Liabilities means all Liabilities of Parent or any of its Affiliates other than HL Business Liabilities, including:
(i) all Liabilities arising out of or relating to the Hulu Reorganization or the HL Contribution;
(ii) all Liabilities arising out of or relating to Contracts which are not HL Contracts;
(iii) all accounts payable and accrued Liabilities arising out of or relating to the ownership, operation or conduct of (A) the Parent Retained Business or otherwise in respect of the Parent Retained Business or (B) the HL Business or the HL Business Assets prior to the HL Contribution;
(iv) all Liabilities that are expressly contemplated to be retained by Parent or any of its Affiliates pursuant to this Agreement, the Ancillary Agreements or the Reorganization Documents;
(v) all Liabilities arising as a result of any of Parent or any of its Affiliates, at any time, being the owner, lessee, lessor or occupant of, or the operator of, the activities of the Parent Retained Business;
(vi) all Liabilities in respect of any Action, pending or threatened, and claims, whether or not presently asserted, arising out of or relating to the ownership, operation or conduct of the Parent Retained Business;
(vii) all Liabilities regarding any current, former or prospective employees or other service providers of Parent or any of its Affiliates;
(viii) all Parent Retained Tax Liabilities; and
(ix) the Liabilities described on Section 2.03(b)(ix) of the Hulu Disclosure Letter; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement or the Ancillary Agreements, “Parent Retained Liabilities” shall not include any (i) Liabilities to the extent relating to the Transactions or the Settlement Transactions incurred by Fubo or any of its Subsidiaries (other than pursuant to Section 2.03(b)(ix) or as otherwise expressly contemplated hereunder) or (ii) accounts payable and accrued Liabilities to the extent arising out of or relating to the operation or use of the HL Business Assets from and after the HL Contribution, in each case of clauses (i) and (ii), other than the Parent Retained Tax Liabilities.