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 or the applicable SpinCo Designees shall accept, assume, agree faithfully to perform, discharge and fulfill, or succeed to, all the SpinCo Liabilities in accordance with their respective terms.

• Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities shall continue to constitute SpinCo Assets and SpinCo Liabilities for all other purposes of this Agreement.

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

• Each of SpinCo and the Company acknowledges and agrees that the other’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by its covenants and agreements in this Agreement and the Ancillary Agreements, including its assumption or retention of the SpinCo Liabilities or the Company Liabilities, as applicable, pursuant to the Separation and the provisions of this Agreement and its covenants and agreements contained in Article IV.

• Each Party on behalf of itself and each other member of its Group acknowledges that Liabilities for Actions (regardless of the parties to the Actions) may be partly Company Liabilities and partly SpinCo Liabilities.

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(77)(vi) 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 Relevant 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)); (b) the operation or conduct of any business conducted by any member of the Spinco Group at any time after the Relevant 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)); (c) any Spinco Assets, whether arising before, on or after the Relevant Time; or (d) any Intellectual Property Transferred to Spinco or any of its Subsidiaries pursuant to the Spinco Intellectual Property Agreement, whether arising before, on or after the Relevant Time; (iii) any Liabilities to the extent relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly and primarily related to the Spinco Group or the Spinco Business; (iv) any Liabilities relating to, arising out of or resulting from any litigation set forth in Schedule 1.1(77)(vi); (v) any Liabilities relating to, arising out of or resulting from any indebtedness of any member of the Spinco Group; and (vi) 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 S...

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.