UK Liabilities definition

UK Liabilities means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any UK Credit Party arising under any Loan Document or otherwise with respect to any UK Loan or UK Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any UK Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and (b) any Other UK Liabilities.

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UK Liabilities means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any UK Loan Party arising under any Loan Document or otherwise with respect to any UK Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any UK Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and (b) any Other UK Liabilities.

UK Liabilities means the trade accounts payables of Atmel UK (both accrued and invoiced from vendors), Employee Liabilities related to the Atmel UK Employees, tax liabilities, and the potential repayment claim under the Regional Selective Assistance (RSA) grants from the Enterprise, Energy and Tourism Directorate of the Scottish government.

Examples of UK Liabilities in a sentence

• For greater certainty, the Canadian Borrower and the UK Borrower shall not be liable for any fees which form part of the Obligations unless they are Canadian Liabilities or UK Liabilities (including as provided in Section 2.12(b), Section 2.11, or Section 9.4).

• At the effective time of each such termination specified in such notice, the applicable Borrowers shall repay to the Agent, in each case for application as provided herein to all Obligations, the Canadian Liabilities or the UK Liabilities, as applicable.

• Notwithstanding anything to the contrary herein contained, the liability of the Canadian Borrower and the UK Borrower hereunder and under any other Loan Documents shall be limited to the Canadian Liabilities and the UK Liabilities and the Canadian Borrower and the UK Borrower shall have no liability whatsoever under the Loan Documents with respect to any other Obligations of the Domestic Borrowers or the other Domestic Credit Parties.

• Consequently, each Borrower hereby assumes, guarantees, and agrees to discharge all Obligations of all other Borrowers as if the Borrower so assuming and guarantying were each other Borrower; provided that the Canadian Borrower and the UK Borrower shall be liable only for the Canadian Liabilities and the UK Liabilities.

• The Canadian Liabilities and UK Liabilities of the Canadian Credit Parties and/or the UK Credit Parties will be secured by the Agent’s Liens in the Collateral and the Agent and the Secured Parties who are owed Canadian Liabilities and/or UK Liabilities will have a solidary interest therein.

• The Obligations are joint and several obligations of each Borrower, provided that the Canadian Credit Parties and the UK Credit Parties shall be liable only for the Canadian Liabilities and the UK Liabilities.

• If any amount remains on deposit as cash collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Liabilities and UK Liabilities, if any, in the order set forth above.

• At the Closing, Buyer shall assume only the liabilities of InConcert listed or described in the section entitled "Assumed Liabilities - Germany" on Schedule 1.1(b) attached hereto --------------- (collectively, the "Assumed German Liabilities" and, together with the Assumed U.S. Liabilities and Assumed U.K. Liabilities, the "Assumed Liabilities").

• The agreements relating to the purchase and ---------------- sale of the U.K. Assets and the German Assets and the assumption of the Assumed U.K. Liabilities and the Assumed German Liabilities shall be consummated as of the Closing Date.

• At the Closing, Buyer shall ------------------------------ assume only the liabilities of InConcert listed or described in the section entitled "Assumed Liabilities - U.K." on Schedule 1.1(b) attached hereto --------------- (collectively, the "Assumed U.K. Liabilities" and, together with the Assumed U.S. Liabilities and Assumed German Liabilities, the "Assumed Liabilities").

More Definitions of UK Liabilities

UK Liabilities means all liabilities, indebtedness and obligations of the Sellers in relation to the UK Business and the UK Assets whether arising before, on or after the Closing Date, including without limitation all obligations and liabilities under or in respect of the UK Contracts, and/or relating to or which constitute overdrafts, (except to the extent that any such liabilities or obligations relate to taxation payable by the UK Business before the Closing Date and/or to the extent that they constitute the intercompany accounts or loans described in Section 5.9 of the Master Agreement);

UK Liabilities. As defined in Section 1.1(b)(ii)(a).

UK Liabilities means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any UK Credit Party arising under any Loan Document or otherwise with respect to any UK Loan or UK Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any UK Credit Party or any Affiliate thereof

UK Liabilities means the portion of the Assumed Liabilities for which the UK Seller is liable.

UK Liabilities means all obligations of every nature of each UK ABL Loan Party from time to time owed to the ABL Secured Parties, or any of them, under any ABL Document, whether for principal, interest, reimbursement of amounts drawn under letters of credit, payments for early termination of Swap Contracts, fees, expenses, indemnification or otherwise, and all other amounts owing or due under the terms of the ABL Documents (including interest, fees, indemnification payments, expense reimbursements and other amounts which, but for the filing of an insolvency proceeding with respect to such UK ABL Loan Party, would have accrued on or been payable with respect to any UK Liability, whether or not a claim is allowed against such UK ABL Loan Party for such interest, fees, indemnification payments, expense reimbursements and other amounts in the related bankruptcy proceeding), as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time in accordance with the terms hereof and thereof.