Assumed Liabilities has the meaning set forth in Section 2.3.
Excluded Liabilities has the meaning set forth in Section 2.4.
Retained Liabilities has the meaning set forth in Section 2.4.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Assumed Obligations has the meaning specified in Section 2.2.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
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.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Acquired Assets has the meaning set forth in Section 2.1.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Assigned Contracts has the meaning set forth in Section 2.01(c).
Assumed Environmental Liabilities has the meaning specified in Section 7.4.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
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;
Purchased Assets has the meaning set forth in Section 2.1.
Covered Liabilities as defined in Subsection 11.21.
Liabilities Assumed has the meaning provided in Section 2.1.
Retained Assets has the meaning set forth in Section 2.2.
Assumed Leases has the meaning set forth in Section 2.1(l).
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Ancillary Assets means sovereign debt in the currency of denomination of the ETP Securities with an original maturity of less than one month which is rated at least A-1 by Standard & Poor's Ratings Services, and/or P-1 by Moody's Investors Service Ltd. and/or F1 by Fitch Ratings Limited.