Specified Excluded Liabilities definition

Specified Excluded Liabilities has the meaning set forth in the definition of “Excluded Liabilities.”
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Specified Excluded Liabilities means those Excluded Liabilities described in clauses (iv), (v), (vi) and (ix) of Section 2.02(b) hereof.
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Specified Excluded Liabilities shall have the meaning set forth in clause (b) of the definition of “Assumed Liabilities”.
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Examples of Specified Excluded Liabilities in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.5(c) of the Seller Disclosure Schedule will apply with respect to any Third-Party Claim relating to the Specified Excluded Liabilities.

  • This effect is enhanced by lower degrees of relational banking and information capture.


More Definitions of Specified Excluded Liabilities

Specified Excluded Liabilities means the following Excluded Liabilities (and no others): (i) any liability of Seller for Taxes (other than Transfer Taxes, which are the responsibility of Buyer pursuant to Section 7.2(a)); (ii) any liability of Seller in respect of Business Employees (other than any liability for accrued vacation in respect of Business Employees, which shall constitute Current Liabilities and, in turn, Assumed Liabilities); (iii) any liability of Seller, Parent or their respective Affiliates in respect of the Business arising out of the production, sale or distribution of any product of the Business by Seller, Parent or their respective Affiliates prior to the Closing or the provision of any services of the Business by Seller, Parent or their respective Affiliates prior to the Closing (other than Current Liabilities, which constitute Assumed Liabilities); and (iv) any liability of Seller arising out of any violation of or non-compliance with any Environmental Law or any environmental condition existing at, under or upon the Leased Real Property on or prior to the Closing Date. 
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Specified Excluded Liabilities means the Excluded Liabilities set forth in paragraphs (e) to (h) (inclusive) of the definition of Excluded Liabilities.
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Related to Specified Excluded Liabilities

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

  • 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.

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

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Satisfied all applicable zoning laws means: the parcel, lot, or group thereof was created and, if applicable, reconfigured in full compliance with all zoning minimum lot size, dimensional standards, and access requirements.

  • Specified Assets the following property and assets of such Grantor:

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Excluded Events has the meaning set forth in Section 6.1(d)(ii).

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

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • All applicable Federal, State, and local taxes and duties means all taxes and duties, in effect on the contract date, that the taxing authority is imposing and collecting on the transactions or property covered by this contract.

  • Specified Event has the meaning given to such term in the definition of “Consolidated EBITDA.”

  • Excluded Transactions means:

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • Credit Improved Obligation means any Collateral Debt Obligation which, in the Investment Manager’s judgment, has significantly improved in credit quality and in respect of which one of the following is satisfied:

  • Specified Equity Contribution means any cash contribution to the common equity of Holdings and/or any purchase or investment in an Equity Interest of Holdings other than Disqualified Equity Interests.