Contingent Liability. For purposes of the foregoing, a liability shall be deemed to have accrued as of the Closing Date if all the elements necessary for the assertion of a claim with respect to such liability shall have occurred on or prior to the Closing Date, such that the claim, were it asserted in an Action on or prior to the Closing Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of the foregoing, the parties agree that no liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Closing Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Benefits Agreement) as of the Closing Date, shall be deemed to be a Contingent Liability.
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Samples: Plan of Reorganization and Distribution Agreement (Cincinnati Bell Inc /Oh/), Plan of Reorganization and Distribution Agreement (Convergys Corp), Plan of Reorganization and Distribution Agreement (Convergys Corp)
Contingent Liability. For purposes of the foregoing, a liability Liability shall be deemed to have accrued as of the Closing Distribution Date if all the elements necessary for the assertion of a claim with respect to such liability Liability shall have occurred on or prior to the Closing Distribution Date, such that the claim, were it asserted in an Action on or prior to the Closing Distribution Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of the foregoing, the parties agree that no liability Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Closing Distribution Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Benefits Agreement) as of the Closing Distribution Date, shall be deemed to be a Contingent Liability.
Appears in 3 contracts
Samples: Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Avaya Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc)
Contingent Liability. For purposes of the foregoing, a liability Liability shall be deemed to have accrued as of the Closing Date if all the elements necessary for the assertion of a claim with respect to such liability Liability shall have occurred on or prior to the Closing Date, such that the claim, were it asserted in an Action on or prior to the Closing Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of the foregoing, the parties agree that no liability Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Closing Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Benefits Agreement) as of the Closing Date, shall be deemed to be a Contingent Liability.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (At&t Corp), Separation and Distribution Agreement (Agere Systems Inc)
Contingent Liability. For purposes of the foregoing, a liability Liability shall be deemed to have accrued as of the Closing Distribution Date if all the elements necessary for the assertion of a claim with respect to such liability Liability shall have occurred on or prior to the Closing Distribution Date, such that the claim, were it asserted in an Action on or prior to the Closing Distribution Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of Notwithstanding the foregoing, the parties agree that no liability Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Closing Distribution Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Benefits Agreement) as of the Closing Distribution Date, shall be deemed to be a Contingent Liability.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Zimmer Holdings Inc), Contribution and Distribution Agreement (Zimmer Holdings Inc)
Contingent Liability. For purposes of the foregoing, a liability Liability shall be deemed to have accrued as of the Closing Date if all the elements necessary for the assertion of a claim with respect to such liability Liability shall have occurred on or prior to the Closing Date, such that the claim, were it asserted in an Action on or prior to the Closing Date, would not be dismissed by a court on ripeness or similar grounds. For purposes of clarification of the foregoing, the parties agree that no liability Liability relating to, arising out of or resulting from any obligation of any Person to perform the executory portion of any contract or agreement existing as of the Closing Date, or to satisfy any obligation accrued under any Plan (as defined in the Employee Benefits Agreement) as of the Closing Date, shall be deemed to be a Contingent Liability.satisfy
Appears in 1 contract
