Retained Seller Party Liabilities definition

Retained Seller Party Liabilities means any Liabilities of, arising from or relating to (1) any Seller Party, (2) any officer, director or trustee of any Seller Party to the extent relating to them in their capacity as such, or (3) the Business. For the avoidance of doubt, and without limiting the foregoing, “Retained Seller Party Liabilities” include: (a) all Liabilities of any Seller Party whether existing prior to, at or after the Final Closing, or arising from or relating to, actions, omissions, events or periods of time occurring, or the operation of any Seller Party, prior to, at or after the Final Closing; and (b) any obligations or other Liabilities to the extent arising from or relating to (i) any Seller Party’s management of the Products, (ii) the provision of custody, transfer agent or any other services to the Products by any Seller Party, (iii) the Acquired Assets prior to transfer to Federated (or its designated Affiliates), (iv) any assets of any Seller Party not transferred to Federated (or its designated Affiliates), (v) any Litigation against the RidgeWorth Trust, any Product or any of their respective Affiliates, (vi) any Litigation against any Seller Party or any of their respective Affiliates, (vii) any Taxes, (viii) any salary, bonus, vacation, or employee benefit plan obligations, severance or change in control payments, any obligations or Liabilities under or arising in connection with the WARN Act, or other Liabilities owing to any employee of any Seller Party relating to such employee’s employment with, or severance from, any such Seller Party, and (ix) the actions or omissions of any Seller Party or their respective service providers or Affiliates (or of any Person acting at the direction of any of them, which, for the avoidance of doubt, shall not include Federated, the Federated Funds (or, as applicable, any Other Federated Money Market Fund), any of their respective Affiliates or any of their respective service providers in their roles as service providers to Federated, the Federated Funds (or, as applicable, any Other Federated Money Market Fund) or any of their respective Affiliates) relating to the implementation or consummation of the Transactions. Nothing in this definition shall limit the indemnification obligations of Federated under Section 9.2 of this Agreement.
Sample 1

Related to Retained Seller Party Liabilities

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • 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;

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Affiliate means any Affiliate of Seller.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Target Companies means the Target and its Subsidiaries.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • Retained Assets has the meaning set forth in Section 2.2.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.