Shared Liabilities definition

Shared Liabilities shall have the meaning set forth in the 1999 Spin Agreement.

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Shared Liabilities means (i) the Liabilities identified on Schedule 1.1H, or (ii) any Liability that is described as both a Controlled Liability in Section 2.2(a)(i) and a SpinCo Liability in Section 2.2(b)(i).

Shared Liabilities has the meaning set forth in Section 2.6 below.

Examples of Shared Liabilities in a sentence

• Notwithstanding anything herein to the contrary, Parent shall have the sole right to defend and control any proceeding related to Shared Liabilities.

• Each Series shall be responsible for its Proportionate Share of Shared Liabilities with respect to each Shared Asset pursuant to Section 3.6(d) of the Agreement.

• Consistent with Section 9.1, the Parties shall consult and negotiate in determining the tax treatment of Shared Gains and Shared Liabilities, as allocated in the Separation and Distribution Agreement, and of any indemnity payments between the Parties with respect thereto.

• If any party pays all or any portion of any liabilities for which another party is entirely or partially responsible hereunder (including without limitation any Shared Liabilities), the responsible party will promptly (but in no event later than sixty (60) days after the Closing) reimburse the paying party for its portion of that payment, provided that any demand for reimbursement shall be accompanied by appropriate evidence of payment thereof.

• The RPS Securityholders Committee shall, and the Participating Securityholders hereby authorize and direct the RPS Securityholders Committee to, use the Cash Deposit to pay and discharge Shared Liabilities (to the extent not required to be satisfied out of the Stock Deposit) in its discretion.

More Definitions of Shared Liabilities

Shared Liabilities has the meaning set forth in Section 9.8(a).

Shared Liabilities means (i) the Liabilities listed on Schedule 1.01(a), ------------------

Shared Liabilities means the liabilities set forth on Schedule 1.5.

Shared Liabilities means any Liabilities: (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in (A) the Registration Statement (including the Information Statement), or (B) any other disclosure document primarily relating to the Transaction that is disseminated publicly on or prior to the Distribution Date or filed on or prior to the Distribution Date with either the SEC or other Governmental Authority; or (ii) arising out of or based upon any omission or alleged omission to state a material fact required to be stated in any of the documents within the purview of clause (i) or necessary to make the statements therein not misleading.

Shared Liabilities means any and all Liabilities relating to, arising out of or resulting from any of the matters listed or described on Schedule 1.50.

Shared Liabilities means, in each case, individually, the Liabilities set forth in each of (i) Section 2.3(a) with respect to the Breach or Default Liabilities (but without prejudice, for the avoidance of doubt, to the Parties’ agreements set forth in Section 2.5(a)); (ii) Section 2.3(c) to the extent the amount of such Liabilities are in excess of the reserve for warranty Liabilities included in the final calculation of the Adjustment Amount; (iii) Section 2.3(e) (each Liability in this clause “(iii)”, a “Transfer Tax Shared Liability”); and (iv) Section 2.3(f) with respect to third party Intellectual Property (as opposed to Intellectual Property generally) (each Liability in this clause “(iv)”, an “Infringement Shared Liability”).

Shared Liabilities means all Liabilities that are neither Parent Liabilities (as defined without giving effect to clause (iv) of the definition of "Parent Liabilities") nor SpinCo Liabilities (as defined without giving effect to clause (v) of the definition of "SpinCo Liabilities"), including the Liabilities described on Schedule 1.1(eee).