Specified Liabilities definition

Specified Liabilities shall have the meaning set forth in Section 2.04(d).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

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

Specified Liabilities means (i) any Liabilities arising out of any failure to obtain the consent of any Client to the sale of Company Interests contemplated hereby, (ii) any Liabilities arising out of any claim by any current or former investor asserted with respect to (a) the amendment to the Trimaran CLO IV CMA dated as of February 10, 2012, (b) the amendment to the Trimaran CLO VI CMA dated as of February 10, 2012 or (c) the amendment to the CLO VII CMA dated as of February 10, 2012 or, in each case, the effectiveness thereof and (iii) any matter set forth on Schedule 1.01(D).

Examples of Specified Liabilities in a sentence

• The Vendor and the Purchaser ascribe no value to the Canadian Snack Liabilities that are not Assumed Liabilities and agree that such Liabilities either are Specified Liabilities or have no value.

• Notwithstanding anything to the contrary, neither Party shall be required to transfer any Information except as required by Article VIII or any insurance policies which are the subject of Article IX; provided, that any Information in respect of the Specified Liabilities shall be governed by the Indemnification Agreement.

• Buyer desires to purchase and assume, and Seller desires to sell and assign, or cause to be sold and assigned, the Specified Assets (as defined herein) and the Specified Liabilities (as defined herein), upon the terms and conditions hereinafter set forth in this Agreement.

• Except as otherwise set forth in this Agreement, Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities of Seller other than as specifically included in the Specified Liabilities.

• If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Specified Liabilities shall otherwise become assignable or able to be novated, RemainCo shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Specified Liabilities without exchange of further consideration.

More Definitions of Specified Liabilities

Specified Liabilities means, collectively, that portion of the Canadian Snack Liabilities that are specifically identified on Schedule 3.05(2)(b) as being Specified Liabilities.

Specified Liabilities has the meaning set forth in Section 7.4.2(f) hereof.

Specified Liabilities means (a) the Current Liabilities as of 12:01 a.m. Eastern Time on the Closing Date, (b) all Liabilities to the extent required to be performed on or after the Closing under Transferred Contracts, Permits, approval or authorization constituting part of the Transferred Assets, including any and all of the Buyer’s portion of the Shared Contracts, (c) any and all Liabilities to the extent relating to Taxes attributable to or imposed on the Business or the Transferred Assets for any period (or portion thereof) beginning after the Closing Date; (d) any Transfer Taxes for which Buyer is liable pursuant to Section 7.4; (e) subject to Section 6.8, any and all Liabilities relating to the Transferred Employees with respect to any period (or portion thereof) commencing on or after the Closing Date, including the Retention Agreements; (f) individual customer accommodations (i.e., customer credits or similar customer retention offerings) provided to customers in the ordinary course of business following Closing relating to ordinary course customer complaints whether arising prior to, at or after the Closing; provided that this shall not include any Proceedings initiated by any customer or any putative class action matter, in each case to the extent relating to periods prior the Closing, (g) all insurance premiums, retroactive premiums, premium adjustments and any out-of-pocket costs or expenses associated with collecting the insurance proceeds included in the Specified Assets, (h) all Liabilities associated with purchase orders or other commitments exclusively related to the Business that remain unfulfilled as of the Closing, other than as expressly included in the Excluded Liabilities and (i) the Liabilities set forth on Schedule II.

Specified Liabilities means, with respect to Seller, any Damages, obligations or liabilities related to or arising out of any of the following:

Specified Liabilities has the meaning set forth in Section 2.2(b).

Specified Liabilities means the Retained Liabilities arising from claims made after the Closing Date which (i) do not relate to matters within the scope of clauses (u), (v), (w) and (x) of Section 7.3.2; (ii) were not known to the Seller Parties on or prior to Closing; and (iii) relate exclusively to the Acquired Assets or the Business prior to the Closing Date. Notwithstanding anything to the contrary in this Section 7.4, Parent or Buyer (or the other Persons for which they can claim indemnification) shall be entitled to indemnification for Damages in respect of a breach of Section 3.2, 3.12 or 3.16 irrespective of the Threshold Amount or the Ceiling.

Specified Liabilities means (a) accrued but unpaid Taxes, (b) Company Fees and Expenses and (c) such other liabilities as are included in Schedule 1.10.