Subsidiary Liabilities definition

Subsidiary Liabilities means (a) any and all Liabilities reflected in the Subsidiary Balance Sheet, (b) any and all Liabilities resulting from or accrued in the operation of the Subsidiary Business after the date of the Subsidiary Balance Sheet that would be reflected in the balance sheet of Subsidiary as of the Distribution Date if such balance sheet was prepared by Subsidiary in accordance with the same accounting principles under which the Subsidiary Balance Sheet was prepared, (c) any and all Liabilities asserted before or after the Distribution Date relating to, arising out of, or resulting from any Subsidiary Asset(s) or the operation of the Subsidiary Business or any other business conducted by Subsidiary or any Affiliate of Subsidiary after the Distribution Date, (d) any and all other Liabilities of Subsidiary relating to, arising out of or resulting from Subsidiary’s performance or obligations under any Ancillary Agreement or this Agreement, and (e) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement to be transferred to Subsidiary, including the Assumed Liabilities.

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Subsidiary Liabilities means (a) the Subsidiary Insurance Liabilities, (b) the liabilities of the Seller Subsidiaries arising under Subsidiary Contracts up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, (c) the liabilities of the Seller Subsidiaries for judgments, settlements, defense costs or other fees, costs and expenses arising out of, under, or relating to any dispute relating to a Subsidiary Insurance Contract, other than Subsidiary Extra Contractual Obligations or Existing Litigation, (d) the Seller Subsidiaries’ sales force incentive compensation accrued through the Effective Date up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, (e) amounts accrued through the Effective Date under the broker incentive compensation plans of the Seller Subsidiaries up to the amounts specifically reflected on the Final Statement of Assets and Liabilities and (f) all other liabilities and obligations reflected on the Final Statement of Assets and Liabilities up to the respective amounts so reflected.

Subsidiary Liabilities means: (i) all Liabilities of Subsidiary under, or to be retained or assumed by Subsidiary pursuant to, this Agreement; (ii) all Liabilities of Subsidiary other than any Parent Liabilities that are neither included in the Assumed Liabilities (which shall be assumed or retained by Parent in connection with the Distribution), nor indemnified by Subsidiary hereunder; (iii) all Actions against Parent arising out of, or specifically associated with, any of the Subsidiary Assets; and (iv) all other Liabilities of Parent arising out of, or specifically associated with, any of the Subsidiary Assets or the Assumed Liabilities (including any Debt secured by the Subsidiary Assets).

Examples of Subsidiary Liabilities in a sentence

• From and after the Distribution Date, (a) Subsidiary shall assume, pay, perform and discharge in due course all of the Subsidiary Liabilities; and (b) Parent shall assume, pay, perform and discharge in due course all of the Parent Liabilities.

• Transfer of Subsidiary Assets and Assumption of Subsidiary Liabilities.............................

• Stores has no indebtedness, liabilities or --------------------- other obligations of any kind, direct or contingent, whether required to be reflected on a balance sheet or not, other than Permitted Subsidiary Liabilities.

• The Assumed Management Liabilities and the Assumed Subsidiary Liabilities are sometimes referred to collectively as the “Assumed Liabilities”.

• Weyerhaeuser Canada and Weyerhaeuser Saskatchewan may redact such portions of any books and records (including any Records and Transferred Records) that do not relate to the Exchangeco Subsidiary Assets, the Exchangeco Subsidiary Liabilities or the Newco Business.

• Any Prior Claims and any Liabilities of the French Subsidiaries which are not Permitted French Subsidiary Liabilities and which are not paid and discharged prior to the Closing in accordance with this Section 2.04 shall constitute Excluded Liabilities.

• GE has no indebtedness, liabilities or other ----------------- obligations of any kind, direct or contingent, whether required to be reflected on a balance sheet or not, other than Permitted Subsidiary Liabilities.

• Insurance Proceeds received with respect to claims, costs and expenses under the Policies shall be paid to Subsidiary with respect to the Subsidiary Liabilities, and to Parent with respect to the Parent Liabilities.

• The closing of the transfer and assumption of the Exchangeco Subsidiary Assets and the Exchangeco Subsidiary Liabilities (the “Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on • .

• From and after the Effective Date, Assignee does hereby assume Assignor’s obligations with respect to the Excluded UK Subsidiary Liabilities and shall indemnify Assignor on demand against all liabilities, losses, claims, costs and expenses which Assignor may incur arising from or in connection with any failure of Assignee to perform any such obligations.

More Definitions of Subsidiary Liabilities

Subsidiary Liabilities means the liabilities of the Subsidiary listed in Schedule C hereto;