Retained Liability definition

Retained Liability has the meaning set forth in Section 2.2.

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Retained Liability has the meaning set forth in the Separation Agreement.

Retained Liability means any one of the foregoing or the relevant one of them, as the context may require.

Examples of Retained Liability in a sentence

In addition, the member of the SpinCo Group retaining such Delayed Retained Asset or such Delayed Retained Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Retained Asset or Delayed Retained Liability in the ordinary course of business in accordance with past practice.
For purposes of this Agreement, Spinco will be deemed to have actually realized a Retained Liability Tax Benefit at the time the amount of Taxes Spinco is required to pay is reduced or the amount of any refund due is increased.
Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.
The amount of any Retained Liability Tax Benefit in this Section 2.5 shall be calculated by comparing (i) Spinco’s actual Tax liability taking into account any Retained Liability Payment with (ii) what Spinco’s Tax liability would have been without taking into account any Retained Liability Payment.
Except as otherwise contemplated by this Section 2.4, the Company shall bear the cost of obtaining any waivers or consents to reinsure a Net Retained Liability.

More Definitions of Retained Liability

Retained Liability means any Covered Loss that:

Retained Liability means, collectively: (i) any Retiree Benefits; (ii) any liabilities of the Company to NRG in connection with the NRG Transaction; (iii) any liabilities of the Reorganization Trust under Section 6.b of this Agreement; and (iv) any other liabilities of the Company and the Company Subsidiaries that are not Assumed Liabilities, including liabilities for taxes other than United States federal or state income taxes.

Retained Liability shall have the meaning given to it in Section 2.3(b). Seller shall have the meaning given to it in the Recitals to this Agreement.

Retained Liability means any Liability of Seller which is not an Assumed Liability. Without limiting the generality of the foregoing, “Retained Liability” includes: (i) any Liability for any Taxes of Seller (or any member of Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) any Indebtedness of Seller; (iii) any Contract of Seller not validly assigned to Purchaser (until valid assignment thereof); (iv) any Liability incurred by Seller as a result of any Default by Seller under this Agreement or any of the Other Agreements; (v) any Liability of Seller for any employee compensation for any period prior to the Closing or for any severance payments or other severance obligations relating to any Person employed by Seller, as a result of such employment by Seller, regardless of whether such employee is concurrently herewith or is hereafter employed by Purchaser; (vi) any Liability of Seller pursuant to any Employee Benefit Plan of Seller; (vii) any Liability of Seller to pay any sum due to any current or former shareholder or Affiliate of Seller, including bonuses or other compensation on account of the transactions contemplated by this Agreement; (viii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 5.2(c); (ix) other Taxes of Seller (or any member or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any member or Affiliate of Seller) that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law) and (ix) any Liability of Seller with respect to any of the Retained Assets.

Retained Liability is defined in Section 1.4(b).

Retained Liability means any Losses associated with the Actions set forth on Section 1.1(e) of the Disclosure Schedules. For the avoidance of doubt, except as provided on Section 1.1(e) of the Disclosure Schedules, “Retained Liability” shall not include, without limitation, (i) Losses suffered or paid, directly or indirectly, as a result of, in connection with, or arising out of Actions with respect to loan origination or related activity against a Group Company in any capacity (such as servicer or sub-servicer) other than in its capacity as sponsor, originator or depositor or (ii) any Liabilities that Buyer or any of its Affiliates (other than a Group Company following the Closing) has, or may have in the future, under subservicing arrangements existing on the date hereof.

Retained Liability means any Liability of the Seller that is not an Assumed Liability.