Designated Liabilities definition

Designated Liabilities means all Liabilities (including with respect to Taxes) of Seller and its Subsidiaries relating to (i) the Designated Assets, (ii) transactions pursuant to the OD Documents, (iii) obligations to VERITAS (indemnification or otherwise) in respect of the software business sold to VERITAS in exchange for shares of VERITAS common stock, (iv) any Non-Assumed Plan (as defined in Section 7.1 hereof), and (v) Seller's stock purchase plan. Without expanding the definition of Designated Liabilities, Designated Liabilities shall not include Liabilities relating to the transactions contemplated by this Agreement or any Liabilities included in the Adjustment Amount.

Designated Liabilities means Liabilities of the Company determined in accordance with GAAP excluding amounts payable under the Note.

Designated Liabilities means all of the liabilities of the Company appearing on the Company's unaudited financial statement for the quarter ending forty five (45) days from the Closing.

Examples of Designated Liabilities in a sentence

• None of the Designated Liabilities relates to any breach of contract, breach of warranty, tort infringement, or violation of law, and none arose out of any action, suit, claim, governmental investigation, or arbitration proceeding.

• The aggregate purchase price for the Shares shall be $2,000,000,000 in cash, minus the Rolled Option Value (the "Purchase Price"), plus the assumption of all Liabilities (other than the Designated Liabilities) of Seller and SSHI.

• None of the Designated Liabilities relates to any breach of contract, breach of warranty, tort, infringement, or violation of law, and none arose out of any action, suit, claim, governmental investigation, or arbitration proceeding.

• Except as identified on the Seagate Disclosure Schedule, as of the Effective Time, Seagate will not have any material Liabilities or other obligations of any nature whatsoever (absolute, accrued, contingent or otherwise) other than (i) Designated Liabilities and (ii) Liabilities for which Veritas is entitled to indemnification under the Indemnification Agreement.

• Pursuant to Section 1.1 of the Stock Purchase Agreement, (i) the term "Split" is defined as the "the transfer to the Sold Subsidiaries, prior to the Closing Date, of all assets...and Liabilities of Seller and Seagate Software Holdings, Inc., other than the Designated Assets and the Designated Liabilities..." and (ii) the term "Designated Assets" is defined as "the securities set forth on Schedule II [to the Stock Purchase Agreement]".

More Definitions of Designated Liabilities

Designated Liabilities mean all Liabilities (including with respect to Taxes) relating solely to (i) the Designated Assets and (ii) the transactions pursuant to this Agreement. Without expanding the definition of Designated Liabilities, Designated Liabilities shall not include Liabilities relating to the transactions contemplated by the OD Documents or any Liabilities included in the Adjustment Amount (as defined in the OD Documents).

Designated Liabilities means any of the following: (a) the amount, if any, by which the amount of all Liabilities of the Group Companies to indemnify or hold harmless any director, manager, officer or employee of the Group Companies for claims that relate to periods prior to the Closing exceeds the amount of all insurance proceeds received from the D&O Tail Policy by the Group Companies on account of such Liabilities; and (b) any Liability arising from the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 26, 2018, among the Company, the Member and PS Merger, LLC, including the merger of the Company with and into PS Merger, LLC, with the Company being the surviving entity in such merger.

Designated Liabilities means any Liability of any Conveyed Company in respect of (a) any Closing Indebtedness or Transaction Expenses that did not reduce the Final Purchase Price pursuant to Section 2.4(c), (b) the consummation of the Restructuring (other than, in the case of this clause (b), any Liability that (i) would otherwise have arisen in connection with the sale of the Business to Purchaser or its Affiliates without effecting the Restructuring or (ii) is the responsibility of Purchaser pursuant to this Agreement or any Ancillary Agreement) and (c) any matter set forth on Schedule 1.1(a).

Designated Liabilities means (a) any obligation of any Company to indemnify or hold harmless any current or former director or officer of any Company for claims that relate to periods prior to the Closing, (b) any Proceeding involving Post or its Affiliates that is unrelated to the businesses or operations of any of the Companies and (c) any matter set forth on Section 9.2(a)(iv) of the Disclosure Schedules, in each case whether any related claim arises before or after the Closing and whether such matters are known or unknown, contingent or otherwise, whether accrued, liquidated, matured or unmatured.

Designated Liabilities means the liabilities of the Business included under the following line items in the Closing Balance Sheet: accounts payable, Tfund commission payable, PTO accrual, accrued liabilities – general, accrued liabilities – other, allowance for sales returns, and LT portion of deferred rent, each as calculated in accordance with the methodology used to prepare the Financial Statements.

Designated Liabilities means all Liabilities related to Suzhou Employees.

Designated Liabilities means those liabilities of the business owing at the effective date to trade and hire purchase and lease creditors of the business as reflected in the effective financial statements but excluding:-