SpinCo Liabilities definition

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

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

SpinCo Liabilities means the following Liabilities of either Party or any of the members of its Group:

Examples of SpinCo Liabilities in a sentence

• SpinCo acknowledges and agrees that ParentCo’s willingness to cause, effect and consummate the Separation and Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement and the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article 5.

• SpinCo and the SpinCo Subsidiaries shall have the right to recover any advances made pursuant to Section 4.03 from ParentCo and its Subsidiaries, and ParentCo and its Subsidiaries shall have the obligation promptly to reimburse SpinCo and the SpinCo Subsidiaries for such advances, solely from the Insurance Proceeds of the ParentCo Pre-Distribution Policies that cover such insured SpinCo Liabilities and that are received by ParentCo or its Subsidiaries.

• On or prior to the Effective Time or as soon as practicable thereafter, SpinCo shall (with the reasonable cooperation of the applicable members of the SpinCo Group) use its commercially reasonable efforts to have any members of the ParentCo Group removed as guarantor of or obligor for any SpinCo Liabilities.

• ParentCo shall, to the extent that the ParentCo Policies cover the SpinCo Liabilities, after discussion with SpinCo, either (a) maintain the ParentCo Policies, (b) buy replacement insurance, or (c) purchase an extended reporting period endorsement for the ParentCo Policies.

• ParentCo and its Subsidiaries (i) shall, at all times until paid to SpinCo, hold Insurance Proceeds received for or with respect to insured SpinCo Liabilities in trust for the benefit of SpinCo; and (ii) shall promptly remit such Insurance Proceeds to SpinCo.

More Definitions of SpinCo Liabilities

SpinCo Liabilities means, without duplication, the following Liabilities:

SpinCo Liabilities means:

SpinCo Liabilities has the meaning set forth in the Distribution Agreement.

SpinCo Liabilities means: (i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.1(98)(i) hereto) as Liabilities to be Assumed by any member of the SpinCo Group, and all obligations and Liabilities expressly Assumed by any member of the SpinCo Group under this Agreement or any of the Ancillary Agreements; (ii) any and all Liabilities primarily relating to, arising out of or resulting from: (a) the operation or conduct of the SpinCo Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the SpinCo Business); (b) the operation or conduct of any business conducted by any member of the SpinCo Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the SpinCo Business); or (c) any and all SpinCo Assets, whether arising before, on or after the Effective Time; (iii) any and all Liabilities relating to, arising out of or resulting from any indebtedness (including debt securities and asset-backed debt) of any member of the SpinCo Group or indebtedness (regardless of the issuer of, or obligor under, such indebtedness) relating to the SpinCo Business or any indebtedness (regardless of the issuer of, or obligor under, such indebtedness) secured by any of the SpinCo Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such); and (iv) any and all Liabilities reflected as liabilities or obligations on the SpinCo Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Balance Sheet. Notwithstanding anything to the contrary herein, the...

SpinCo Liabilities means, subject to Section 2.1(c), collectively:

SpinCo Liabilities means (without duplication) the following Liabilities (except to the extent they constitute Excluded Liabilities):

SpinCo Liabilities means all Liabilities assumed or retained by any member of the Spinco Group pursuant to this Agreement.