Unrelated Liability definition

Unrelated Liability means any liability or obligation of ABC other than (a) its liabilities and obligations under this Agreement and the Registration Rights Agreement, and (b) any other liability or obligation arising by operation of law solely by reason of ABC’s status as a member of the Company holding the membership interest in the Company acquired by it on the date of this Agreement; provided that the Unrelated Liabilities will include, without limitation, any liability of ABC for any tax on income or gains arising by reason of its status as a member of the Company, including by reason of allocations to it pursuant to Article V.
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Unrelated Liability means any and all of the following: (i) all Liabilities of Seller and its Affiliates to the extent such Liabilities are unrelated to the Business (including the Business as presently proposed to be conducted); (ii) all indebtedness of Seller and its Affiliates for borrowed money, other than indebtedness of the Company and its Subsidiaries for borrowed money as set forth on the Closing Balance Sheet; (iii) all Liabilities for Seller's and its Affiliates' (including Company's and its Subsidiaries') fees and expenses in connection with the negotiation and execution of this Agreement and the consummation of the Transaction, including without limitation, fees and expenses of attorneys, accountants, investment bankers and advisors and (iv) all Liabilities arising out of or resulting from the French Subsidiary or the French Subsidiary Transfer (provided, that, for the avoidance of doubt, all Liabilities associated with the French Lease shall not be an Unrelated Liability). Other capitalized terms defined elsewhere in this Agreement and not defined in this Article 1 shall have the meanings assigned to such terms in this Agreement.
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Unrelated Liability means any Liability of a Business Owning Entity that does not arise primarily out of the conduct of the Business, including all Liabilities arising out of or attributable to (i) the Subject Assets or (ii) the transfer of the Subject Assets out of a Purchased Entity or a Subsidiary of a Purchased Entity.
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More Definitions of Unrelated Liability

Unrelated Liability has the meaning set forth in Section 11.02(c)
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Related to Unrelated Liability

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • 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;

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • 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.

  • Asserted Liability has the meaning set forth in Section 9.4(a).

  • 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.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Unrelated Person means any Person other than (i) a Subsidiary of Borrower or (ii) an employee stock ownership plan or other employee benefit plan covering the employees of Borrower and its Subsidiaries.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Unrelated (whether capitalized or not) means not “Related”, within the meaning of that term.

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

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Subordinated Liabilities means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Seller Affiliate means any Affiliate of Seller.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Seller Related Party means the Company and each of its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

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

  • 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.

  • Third Party Liability means the liability of ARTC and/or the Operator to any third party (not being a related entity as defined in the Corporations Act 2001) who suffers any personal injury, property or economic loss or damage as a consequence of an Incident.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

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

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Excluded Assets has the meaning set forth in Section 2.2.