Subject Liabilities definition

Subject Liabilities means all obligations and liabilities relating to the Subject Interest.
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Subject Liabilities has the meaning set forth in Section 2.4.
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Subject Liabilities shall have the meaning set forth in Section 5.12.
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Examples of Subject Liabilities in a sentence

  • The Beneficiaries’ Agent shall provide its consent to the termination of this Trust Agreement if (i) the Grantor seeks to terminate this Trust Agreement as a result of the exhaustion of the Reinsurance Limit or (ii) the Aggregate Limit less those amounts Actually Paid in respect of Subject Liabilities by the Grantor is $50,000,000 or lower.

  • The Assignor shall remain liable for and shall cause to be paid all Subject Liabilities that are attributable or allocable to the Assigned Interest and are incurred prior to the effective date of such assignment.II.

  • Subject to the effectiveness of the Subject Liabilities Agreement and the occurrence of the Settlement Effective Time, ANR and Old ANR, on behalf of themselves and the other Reorganized Debtors, hereby fully and irrevocably waive and release Contura and its Subsidiaries and its and their officers, directors and employees from any and all Liabilities relating in any way to the Final Working Capital Adjustment.

  • The Retained Liabilities include all liabilities other than the Subject Liabilities, including accounts payable, accrued expenses, liabilities to employees, taxes, and obligations under benefit plans, contracts, leases and asset retirement obligations.The transaction is subject to FCC approval, compliance with the Hart-Scott-Rodino Act and other conditions.

  • Promptly following the Closing Date, the Seller shall cause an audit of the accounts and records of the Company at the Closing Date to be conducted as of such Closing Date, and for an actuarial evaluation of the Subject Liabilities of the Company to be performed as of such Closing Date, in accordance with the procedures specified in Section 2.02(b).

  • Italy shall transfer its right, title and interest in and to the Italian Subject Assets to Buyer Italy and Buyer Italy shall assume the Italian Subject Liabilities by means of a duly executed purchase and sale agreement conforming with the minimum requirements of Italian law.

  • The Buying Companies are not relying on the Selling Companies (or any other members of the Grace Group) with respect to any matter in connection with the Buying Companies' investigation or evaluation of the Subject Business, the Amicon Companies, the Total Subject Assets, the Total Subject Liabilities, the Amicon Companies Assets or the Amicon Companies Liabilities, except for the specific representations and warranties in Article 5.

  • Unless the external couplings for two-reggeon states violate color parity conservation (or, equivalently, an analogue of the anomaly appears in the external couplings) overall color parity conservation will force the cancelation of the triple-regge anomaly amplitude.We can outline how we anticipate the anomaly does appear in amplitudes as follows, although more explicit verification is clearly required.

  • Except as set forth in Schedule 6.5, no consent, approval, order or authorization of, or registration, declaration or filing with, any Korean or United States Governmental Authority on the part of the Purchaser is required in connection with the execution or delivery of, or the performance of its obligations under this Agreement or the consummation of the purchase of the Purchased Assets and the assumption of the Subject Liabilities by the Purchaser as contemplated herein.

  • Switzerland shall transfer its right, title and interest in and to the Swiss Subject Assets to Buyer Switzerland and Buyer Switzerland shall assume the Swiss Subject Liabilities by means of a duly executed bill of sale and asxxxxtion agreement.


More Definitions of Subject Liabilities

Subject Liabilities means all Liabilities from and after the Prior Effective Time attributable to (a) Alpha LLC’s status as a limited partner of P66 Opco, including, without duplication, (i) income Tax Liabilities resulting from allocations of P66 Opco’s profits and losses to Alpha LLC as a partner after the Prior Effective Time, (ii) Alpha LLC’s pro rata share (i.e., 25%) of all Liabilities payable by P66 Opco in respect of the Prior P66 Opco Partnership Construction Obligation between the Prior Effective Time and the Closing Date up to the Prior P66 Opco Construction Obligation Cap (i.e., up to $7,075,624.50 payable by Alpha LLC) and (iii) Alpha LLC’s pro rata share (i.e., 25%) of all other Liabilities payable by P66 Opco, but excluding any Liabilities for which the Partnership Group is indemnified under the Prior Contribution Agreement and (b) Opco General Partner’s status as the general partner of P66 Opco.
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Subject Liabilities has the meaning specified in Section 2.02(b)(ii).
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Subject Liabilities has the meaning set forth in the Reinsurance Agreement.
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Subject Liabilities shall have the meaning set forth in Section 2 of this Agreement.
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Subject Liabilities means any Liabilities or obligations of any Reinsured that (i) arise out of claims on the Covered Business (including obligations arising from direct actions by claimants against the Reinsured) having a Date of Loss prior to the Effective Date or (ii) are incurred by any Reinsured in the settlement of or in protection against the making of future such claims (i.e., for the sake of clarity, future claims that would have a Date of Loss prior to the Effective Date).
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Subject Liabilities means (i) those Liabilities listed or described in Exhibit C, (ii) any and every Liabilities of the Purchaser relating to the operation of the Business or ownership or operation of the Purchased Assets or the Purchased Shares on or after the Closing, and (iii) shall not include any other Liabilities of any kind (including the Transferred Liabilities). "Subject Liabilities Assignment and Assumption Agreement" has the meaning set forth in Section 3.4(b).
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Related to Subject Liabilities

  • 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.

  • 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.

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

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

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

  • 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;

  • 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).

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • 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;

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person 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, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • 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;

  • non-current liabilities means all liabilities other than current liabilities

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Capitalized Lease Liabilities means all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

  • 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.

  • Total Liabilities is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness.

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Covered Liabilities as defined in Subsection 11.21.

  • 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.

  • Net Liability as used herein is defined as the Company's gross liability remaining after cessions, if any, to other pro rata reinsurers.

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.