Stray Liabilities definition

Stray Liabilities means all obligations and liabilities of Tampa Westshore accruing during IPHC’s Ownership Period, contingent or otherwise, and all claims made at any time (whether before or after the Effective Date) asserting an obligation or liability of Tampa Westshore accruing during IPHC’s Ownership Period; provided, however, that notwithstanding the foregoing, Stray Liabilities do not include (A) Excluded Liabilities, (B) liabilities relating to a breach of a representation or warranty of IPHC, or (C) the liabilities and obligations recited in Sections 6.1(a), (b) and (c) above.
Sample 1
Stray Liabilities means all obligations and liabilities of Tampa Westshore accruing during Woodland’s Ownership Period, contingent or otherwise, and all claims made at any time (whether before or after the Effective Date) asserting an obligation or liability of Tampa Westshore accruing during Woodland’s Ownership Period; provided, however, that notwithstanding the foregoing, Stray Liabilities do not include (A) Excluded Liabilities, (B) liabilities relating to a breach of a representation or warranty of Woodland, or (C) the liabilities and obligations recited in Sections 6.1(a), (b) and (c) above.
Sample 1

Examples of Stray Liabilities in a sentence

  • Indeed, New DuPont’s 2020 10K states that Old DuPont’s “PFAS Stray Liabilities in excess of $300 million will generally be borne 71 percent by [New DuPont] and 29 percent by Corteva.” DuPont de Nemours, Inc., Annual Report (Form 10-K), F-43 (Feb.

  • Indemnifiable Losses to the extent related to PFAS Stray Liabilities in excess of $300 million generally will be borne 71 percent by the Company and 29 percent by Corteva.( See https://www.marketwatch.com/investing/stock/dd/SecArticle?guid=14922126 (last accessed May 20, 2021)).

  • In that event, the other company would bear all PFAS Stray Liabilities until that company meets its $200 million threshold, at which point DuPont will bear 71 percent of such losses and Corteva will bear 29 percent of such losses.

  • The foregoing Stray Liabilities do not include obligations arising under the Leases, Service Contracts, REA, Supplemental Agreements and Permitted Exceptions first accruing on or after the Closing Date or any express matters for which Purchaser receives and accepts a proration credit at Closing.

  • Notwithstanding the foregoing, the liability limits under clause (i) shall not apply to, or be reduced by, payments owing with respect to Section 3.4 hereof, the prorations under Section 5 hereof, or with respect to Seller's obligations to Seller Indemnified Parties with respect to Stray Liabilities.

  • The foregoing Stray Liabilities do not include obligations arising under the Swap Documents, Leases, Service Contracts, REA, Supplemental Agreements and Permitted Exceptions first accruing on or after the Closing Date or any express matters for which Purchaser receives and accepts a proration credit at Closing.

  • Stray Liabilities include all obligations and liabilities with respect to the Indenture dated September 13, 1994 between Owner and LaSalle National Bank, other than obligations under Section 6.15 of the Indenture.

  • Notwithstanding the foregoing, the liability limits under clause (i) shall not apply to, or be reduced by, payments owing with respect to the prorations under Section 5 hereof, or with respect to Seller's obligations to Seller Indemnified Parties with respect to Stray Liabilities.

Related to Stray Liabilities

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

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

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

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

  • Eurocurrency Liabilities has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

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

  • 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;

  • related liabilities means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;

  • Environmental, Health and Safety Liabilities means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law.

  • 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;

  • 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.

  • Deposit Liabilities means all of Seller's duties, obligations and liabilities relating to the deposit accounts of the Branches as of the Effective Time (including accrued but unpaid or uncredited interest thereon).

  • Covered Liabilities as defined in Subsection 11.21.

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

  • Senior Higher Priority Liabilities means any obligations in respect of principal of the Issuer under any Notes and any other unsecured and unsubordinated obligations (créditos ordinarios) of the Issuer, other than the Senior Non Preferred Liabilities; and

  • 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;

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

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

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

  • Liabilities and Costs means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • 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.

  • Third Party Liability means the liability of ARTC and/or the Operator to any third party (not being a related entity as defined in the Corporations Act 2001) who suffers any personal injury, property or economic loss or damage as a consequence of an Incident.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Unfunded Liabilities means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;