Transaction Liabilities definition

Transaction Liabilities means any and all Transaction Securities Liabilities and any and all Liabilities imposed on Tenneco, Packaging, or any member of their respective Group, jointly or severally, arising as a result of the actions taken in connection with or pursuant to this Agreement, any Ancillary Agreement, the Debt Realignment or any of the Corporate Restructuring Transactions that are based on:

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Transaction Liabilities means any and all Liabilities (other than any Liabilities specifically designated, pursuant to the terms of this Agreement or any Ancillary Agreement, as (x) Publishing Liabilities (disregarding clause (ii) of the definition of Publishing Assumed Liabilities) or (y) Distributing Assumed Liabilities (disregarding clause (ii) of the definition thereof)) arising from, relating to, or derivative of any Action, whether commenced prior to, on or subsequent to the Distribution Effective Time, with respect to the Transactions made or brought by any Third Party against any member of either Group, including any and all Liabilities under applicable Laws (including, federal and state securities Laws) arising from, relating to, or derivative of any Action relating to any public disclosure or disclosure to the holders of Distributing Common Stock or Distributing Warrants (or absence of such disclosure) at or prior to the Distribution Effective Time by any member of either Group in connection with the Transactions.

Transaction Liabilities. All liabilities relating to any Action or threatened Action arising out of or pertaining to the transaction contemplated by the Merger Agreement or this Distribution Agreement.

Examples of Transaction Liabilities in a sentence

The provisions of this Agreement relating to Transaction Liabilities are not intended to limit in any respect the rights of New IAC and New Match and their respective Groups to appeal any decision relating to Transaction Liabilities.
To the extent that the foregoing undertaking by Seller may be or be deemed unenforceable for any reason, Seller shall make the maximum contribution to the payment and satisfaction of all Transaction Liabilities which is permissible under applicable Law.
The costs of defending or investigating any Action that results or if adversely determined would result in Transaction Liabilities shall be borne by the party incurring such costs.
The provisions of this Agreement relating to Transaction Liabilities are not intended to limit in any respect the rights of Dell and VMware and their respective Groups to appeal any decision relating to Transaction Liabilities.
For the avoidance of doubt, neither any of the Actions listed on Part C of Section 5.5 of the Disclosure Schedule (each, an “Unallocated Action”) nor any Action in respect of any Shared Transaction Liabilities shall be a Retained Action or Newco Action.

More Definitions of Transaction Liabilities

Transaction Liabilities means all Liabilities arising out of or resulting from any Transaction Litigation, including any settlement thereof in accordance with the terms of this Agreement, and including the costs and expenses of legal counsel retained by such Party and its Representatives in connection with any Transaction Litigation.

Transaction Liabilities means the liabilities of the Company incurred or to be incurred in connection with the Transactions in the respective amounts set forth on the Disclosure Schedule.

Transaction Liabilities means all Liabilities arising out of or resulting from any Action relating to this Agreement, the Transactions or the other transactions contemplated by this Agreement, which Action is a direct or derivative fiduciary claim brought by a Match Holder or an IAC Holder and is made against any member of the IAC Group or any member of the Match Group or their respective current or former directors, officers or stockholders, other than any costs of defense or investigation of such Action.

Transaction Liabilities means the (a) liabilities, if any, of the Company and its controlled Affiliates for fees and expenses of investment bankers, attorneys, accountants and other consultants and advisors incurred in connection with the transactions contemplated by this Agreement or any transactions considered by the Company or any Company Subsidiary as alternatives to the Merger, including the LJR Sale, that arise from or relate to arrangements, agreements or commitments entered into or made by the Company or its controlled Affiliates prior to the Effective Time and (b) liabilities, if any, of the Company and its Subsidiaries arising from or relating to any Actions brought by any Person or Authority relating to the Transactions to which the Company is a party.

Transaction Liabilities means any and all Liabilities arising out of or relating to the Separation, the Redemption and/or the Registration Statement.

Transaction Liabilities means any and all change of control, sale and/or transaction bonus or similar amounts owed by the Company or any Subsidiary that become due and payable as a result of the Transactions.

Transaction Liabilities means the fees and expenses of the Company's financial advisors, legal counsel and independent auditors incurred or to be incurred in connection with the Transactions.