SpinCo Group Liabilities definition

SpinCo Group Liabilities except as otherwise specifically provided in any Other Agreement, all liabilities and obligations, whether arising before, at or after the Effective Time, (a) of any member of the SpinCo Group or (b) arising from the conduct of, in connection with or in any way relating to, in whole or in part, the businesses and operations of the SpinCo Group or the ownership or use of assets or property in connection therewith, including those allocated by Hxxxxxxxxxx Industries, Inc. to any member of the SpinCo Group on Schedule 2.03(e).
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SpinCo Group Liabilities means, except as otherwise specifically provided in the Merger Agreement or any Distribution Document, all Liabilities (including Liabilities arising out of any litigation), whether arising before, at or after the Distribution Time, of or relating to (a) Aetna, Aetna Services or any member of the Spinco Group, (b) any member of Aetna Group to the extent arising from the conduct of, in connection with or relating to the Spinco Assets or the Spinco Business or the ownership or use thereof, (c) or arising out of the Domestic P&C Business or (d) the Contracts (x) filed as Exhibits 4.22 and 10.6 to the Aetna Annual Report on Form 10-K for the year ended December 31, 1999 or (y) identified on Schedule F to which Aetna Life Insurance and Annuity Company and one or more Affiliates of Lincoln National Corporation are parties; in each case excluding the Aetna Group Liabilities. Without limiting the generality of the foregoing, and except as specified in the next sentence, "SPINCO GROUP LIABILITIES" shall include, without limitation, the following Liabilities whether arising before, at or after the Distribution Time: (i) any Liabilities arising in connection with the Spinco Assets or the Spinco Business, (ii) the Spinco Environmental Liabilities, (iii) the Liabilities set forth on Schedule C hereto, (iv) the Spinco Litigation Liabilities, (v) the Spinco Benefits Liabilities, (vi) all other Liabilities of the Spinco Group under any Distribution Document, and (vii) except to the extent otherwise provided in this Agreement, the Merger Agreement or in any of the Ancillary Agreements, all Liabilities of the Spinco Group or the Aetna Group arising (prior to the Merger Effective Time) out of the Distribution and any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements. Notwithstanding the foregoing, "SPINCO GROUP LIABILITIES" shall exclude any and all: (1) Liabilities for Taxes (which Liabilities shall be governed by the Tax Sharing Agreement) and (2) other Liabilities to the extent specifically retained or assumed by the Aetna Group.
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SpinCo Group Liabilities shall exclude any and all: (1) Liabilities for Taxes (which Liabilities shall be governed by the Tax Sharing Agreement) and (2) other Liabilities to the extent specifically retained or assumed by the Aetna Group.
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Examples of SpinCo Group Liabilities in a sentence

  • Except as otherwise provided in Article III, the parties shall use reasonable efforts to ensure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to RemainCo with respect to RemainCo Group Liabilities and to SpinCo with respect to the SpinCo Group Liabilities.


More Definitions of SpinCo Group Liabilities

SpinCo Group Liabilities shall include all Liabilities (including Liabilities arising out of any litigation), whether arising before, at or after the Distribution Time, relating to, arising out of or resulting from the Tender Offer.
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Related to SpinCo Group Liabilities

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

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

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations.

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

  • 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;

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

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

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

  • Tax Liabilities means all liabilities for Taxes.

  • SpinCo shall have the meaning set forth in the Preamble.

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • 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:

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

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

  • 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;

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • 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.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • RemainCo shall have the meaning set forth in the Preamble.

  • Product Liabilities means all claims, Liabilities and Proceedings related to or arising from actual or alleged harm, injury, damage or death to persons, animals, property or business, irrespective of the legal theory asserted, and resulting from or alleged to result from the use, sale or manufacture of the Products.