SEMICONDUCTOR LIABILITIES definition
SEMICONDUCTOR LIABILITIES has the meaning set forth in SECTION 1.3 of this Agreement.
SEMICONDUCTOR LIABILITIES means (without duplication) the following Liabilities, except as otherwise provided for in any Ancillary Agreement or other express agreement of the parties:
SEMICONDUCTOR LIABILITIES has the meaning set forth in the Assignment Agreement.
More Definitions of SEMICONDUCTOR LIABILITIES
SEMICONDUCTOR LIABILITIES means (i) all Liabilities of any member of the Company Group under any Transaction Agreement to which it is or becomes a party, (ii) all Liabilities for which any member of the Company Group is made responsible pursuant to any Transaction Agreement and (iii) all Liabilities based upon, arising out of, relating to or otherwise in connection with the Semiconductor Assets or the Semiconductor Business, whether based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution, including, without limitation: (A) all Liabilities reflected (or of the type reflected) on the Semiconductor Balance Sheet or described (or of the type described) in the notes thereto (as such Liabilities may have been reduced or added to or otherwise changed since the date thereof), (B) all
SEMICONDUCTOR LIABILITIES has the meaning set forth in the Separation Agreement.
SEMICONDUCTOR LIABILITIES means (i) all Liabilities of any member of the Company Group under any Transaction Agreement to which it is or becomes a party, (ii) all Liabilities for which any member of the Company Group is made responsible pursuant to any Transaction Agreement, (iii) all Colorado Springs Liabilities and (iv) all Liabilities based upon, arising out of, relating to or otherwise in connection with the Semiconductor Assets or the Semiconductor Business, whether based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions, circumstances or conditions occurring, existing or asserted before, at or after the Time of Distribution, including, without limitation: (A) all Liabilities reflected (or of the type reflected) on the Semiconductor Balance Sheet or described (or of the type described) in the notes thereto (as such Liabilities may have been reduced or added to or otherwise changed since the date thereof), (B) all Liabilities in respect of checks outstanding as of the Time of Distribution relating to the Semiconductor Business, (C) all Liabilities in respect of workers' compensation, automobile, general liability, products liability, intellectual property liability and other claims and matters (whether direct or by indemnification of any Person or otherwise) relating to the Semiconductor Business, (D) all Liabilities in respect of all Actions relating to the Semiconductor Business, including, without limitation, those Actions set forth on Schedule 1.1(g), provided that (1) with respect to the Western Atlas Litigation, Semiconductor Liabilities shall include only those Liabilities described in Sections 4.03(g) and 4.03 (h) and (2) with respect to the Celeritas Litigation existing on the Distribution Date, in the event the defendants are successful in their current appeal and Rockwell receives funds from the Celeritas Account pursuant to Section 3.12, all Liabilities in respect of any additional Celeritas Litigation occurring thereafter shall be Liabilities of Rockwell, (E) all Liabilities in respect of salary, bonuses, incentive payments, severance payments and other compensation payments and all Taxes and withholdings related thereto, (F) except for those Liabilities expressly assumed by the Rockwell Group pursuant to the Employee Matters Agreement, all Liabilities in respect of employee welfare and fringe benefits relating to the Semiconductor Business (including, without limitation, claims for medical and disability bene...