Spinco Assumed Liabilities definition

Spinco Assumed Liabilities means the Liabilities listed in Schedule 1.2 and the Liabilities expressly assumed by or assigned to a member of the SpinCo Group under the Employee Matters Agreement.
Sample 1Sample 2Sample 3
Spinco Assumed Liabilities means any and all Liabilities (except for Liabilities related to Taxes which are governed exclusively by the Tax Matters Agreement) of Remainco or any of its Subsidiaries (including the members of the Spinco Group and members of the Remainco Group) in the following categories, in each case, regardless of (i) when or where such Liabilities arose or arise (whether arising prior to, at or after the Spinco Distribution), (ii) where or against whom such Liabilities are asserted or determined, (iii) regardless of whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Remainco Group or Spinco Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates and (iv) which entity is named in any Proceeding associated with any Liability:
Sample 1Sample 2
Spinco Assumed Liabilities has the meaning set forth in the Separation and Distribution Agreement.
Sample 1Sample 2

Examples of Spinco Assumed Liabilities in a sentence

  • Following the date of this Agreement, each of Remainco and Spinco shall use commercially reasonable efforts to cooperate to identify all Insurance Policies (and related claims and compliance processes) in place for the benefit of the Spinco Business as of the date of this Agreement, the Spinco Transferred Assets and the Spinco Assumed Liabilities following the Closing.

  • Spinco shall, and shall cause the other members of the Spinco Group to accept, assume and agree to perform, discharge and fulfill the Spinco Assumed Liabilities in accordance with their respective terms.


More Definitions of Spinco Assumed Liabilities

Spinco Assumed Liabilities shall have the meaning ascribed to such term in the Separation Agreement.
Sample 1
Spinco Assumed Liabilities means the Liabilities listed in Schedule 1.3 and the Liabilities expressly assumed by or assigned to a member of the SpinCo Group under the Employee Matters Agreement.
Sample 1
Spinco Assumed Liabilities means all Liabilities (A) arising out of or related to the Spinco Business or the Spinco Assets (B) which also meet one or more of the following criteria: (1) such Liabilities are reflected or reserved against in the Balance Sheet or the Interim Balance Sheet, or are required by GAAP to be so reflected or reserved against (regardless of whether or not actually so reflected or reserved against); (2) such Liabilities are current Liabilities incurred in the Ordinary Course of Business (regardless of when such Liabilities were incurred or whether such Liabilities were reflected or reserved against in the Balance Sheet or the Interim Balance Sheet); (3) such Liabilities arise out of or result from Spinco’s material breach of the Spinco Financial Representations; (4) such Liabilities arise out of or result from Spinco’s material breach of any Spinco Contract (regardless of when such Liabilities were incurred or whether such Liabilities were reflected or reserved against in the Balance Sheet or the Interim Balance Sheet); or (5) such Liabilities arise, become due and payable, or otherwise accrue subsequent to the Distribution Date, including without limitation Liabilities arising after the Distribution Date under the Spinco Contracts. For avoidance of doubt, the term “Spinco Assumed Liabilities” shall not include Liabilities which do not meet any of the criteria in the foregoing (1) through (4), notwithstanding that such Liabilities may arise out of or be related to the Spinco Business or the Spinco Assets.
Sample 1

Related to Spinco Assumed Liabilities

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

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

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

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

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • 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.

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

  • 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;

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

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

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • 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.

  • Covered Liabilities as defined in Subsection 11.21.

  • Liabilities Assumed has the meaning provided in Section 2.1.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Retained Contracts shall have the meaning specified in Section 2.1.6.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).