Post Liabilities definition

Post Liabilities means: (a) all Liabilities of the Post Parties and their respective Affiliates; (b) all Liabilities of Ralcorp and its current or former Subsidiaries or other Affiliates (including Post and its current or former Subsidiaries or other Affiliates) to the extent based upon, arising out of or relating to the Post Business or the assets acquired in the Canada Sale; (c) all Liabilities to the extent based upon or arising under the RMT Transaction Agreement, dated November 15, 2007, between Kraft Foods Inc., Cable Holdco, Inc., Ralcorp, and Ralcorp Mailman LLC, and any co-manufacturing, project, de-coupling, contribution or other commercial agreements entered into in connection with the transactions contemplated thereby; (d) all Liabilities to the extent based upon or arising out of the Post Financial Instruments; (e) all Liabilities set forth or referred to on Schedule 1.01(D); (f) all Liabilities reflected on the Post Balance Sheet or in the notes thereto and all other Liabilities that are of a nature or type that would have resulted in such Liabilities being included as Liabilities on a consolidated balance sheet of Post, or in the notes thereto, as of the Effective Time (were such balance sheet and notes to be prepared) on a basis consistent with the determination of the nature and type of Liabilities included on the Post Balance Sheet; it being understood that to the extent the amount of any Liability included on the Post Balance Sheet or the notes thereto was an estimate thereof, the actual amount of such Liability (rather than the estimated amount) shall be deemed to be a Post Liability for purposes of this clause (f); (g) all Liabilities arising out of, resulting from or relating to any of the matters described under the captions “Business — Regulation” and “Business — Legal Proceedings” in the Information Statement; and (h) all Liabilities delegated or allocated to, or assumed by, Post or any of the other Post Parties under this Agreement or any of the Transaction Agreements; provided, however, that notwithstanding the foregoing provisions of this clause (h) or any of the other preceding clauses of this sentence, “Post Liabilities” shall exclude all Liabilities specifically delegated or allocated to, or assumed by, Ralcorp or any of the other Ralcorp Parties under this Agreement or any of the Transaction Agreements. For the avoidance of doubt: (A) Liabilities described in clause (b) of the immediately preceding sentence shall not be excluded from the def...
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Post Liabilities shall have the meaning set forth in Section 3.4(b).
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Post Liabilities means the following Liabilities of either Post or BellRing LLC or any of the other members of their respective Groups:
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Examples of Post Liabilities in a sentence

  • The obligations of Ralcorp under this Agreement shall be deemed to be Ralcorp Liabilities, as defined in the Distribution Agreement, and the obligations of Post under this Agreement shall be deemed to be Post Liabilities under the Distribution Agreement.

  • Post shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged Information that relates solely to the subject matter of any claims constituting Post Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Post, whether or not the privileged Information is in the possession of or under the control of Ralcorp or Post.

  • It is understood and agreed that all Liabilities in respect of the Post Financial Instruments are Post Liabilities and Post shall indemnify the Ralcorp Parties from any Liabilities suffered thereby to the extent arising out of, resulting from or relating to the Post Financial Instruments.

  • If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Post Liabilities shall otherwise become assignable or able to be novated, BellRing Inc.

  • Notwithstanding the foregoing, any such Post Assets or Post Liabilities shall continue to constitute Post Assets and Post Liabilities for all other purposes of this Agreement.

Related to Post Liabilities

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.