Underwriting Liabilities definition

Underwriting Liabilities means any amount which the Responsible Entity is or may become liable to pay to the Underwriter or any other person in respect of or arising out of any underwriting agreement for Units or Options, including but not limited to underwriting fees, handling fees, costs and expenses, amounts payable under indemnity or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or wilful breach of duty) by the Responsible Entity of its obligations, representations or warranties under any such underwriting agreement.
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Examples of Underwriting Liabilities in a sentence

  • As of the same date, AMCO hereby sells, assigns, and delivers to each of the Affiliated Companies, based upon their respective Applicable Participation Percentages, their proportionate share of the total Net Underwriting Liabilities of all of the Participants, and Affiliated Companies accept and assume the same.

  • A Participant which transfers Net Underwriting Liabilities as a result of such an adjustment in Applicable Participation Percentages shall transfer pro rata to the other Participants which have had their respective Applicable Participation Percentage adjusted either cash, securities, other property, or a combination thereof (at fair market value as of the date of transfer) in an amount equal to the reduced Net Underwriting Liabilities.

  • Section 5.1. In conformity with this Agreement, each Affiliated Company hereby sells, assigns, and delivers to AMCO all right, title, and interest in its Net Underwriting Liabilities as of the effective date of this Agreement, and AMCO hereby accepts and assumes the same.

  • A Participant which receives additional Net Underwriting Liabilities as a result of such an adjustment in Applicable Participation Percentages shall receive pro rata from the other Participants which have had their respective Applicable Participation Percentage adjusted either cash, securities, other property, or a combination thereof (at -14- fair market value as of the date of transfer) in an amount equal to the additional Net Underwriting Liabilities.

  • If the adjustment to the Applicable Participation Percentages is made only among the Affiliated Companies, then a transfer of Net Underwriting Liabilities among the Affiliated Companies in the same manner shall be required.

  • Whenever an adjustment to the Applicable Participation Percentages is made among the Participants, Net Underwriting Liabilities will be transferred from AMCO to Affiliated Companies as AMCO's Applicable Participation Percentage is lowered or from Affiliated Companies to AMCO as AMCO's Applicable Participation Percentage is increased.

Related to Underwriting Liabilities

  • Deposit Liabilities means all of Seller's duties, obligations and liabilities relating to the deposit accounts assigned to the Banking Facilities as of the Effective Time (including accrued but unpaid or uncredited interest thereon).

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

  • 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.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • 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.