Group Liabilities definition

Group Liabilities means all Liabilities of the Subordinated Creditor to any member of the Restricted Group;
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Group Liabilities means all Liabilities (whether known or unknown) of any member of Seller’s Group, suffered or incurred after Closing, to the extent that any such Liability (a) is a Liability of a Group Company at Closing, (b) is a Business Liability at Closing, or (c) otherwise relates to the Operations (including the assets used therein) as conducted at any time prior to Closing, by any past or present member of Seller’s Group or their predecessors, but not to the extent that any such Liability is an Excluded Liability or a Liability (including a Liability for Tax) for which Seller is liable under an indemnity set out in this Agreement.
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Group Liabilities means the Liabilities primarily arising out of the operations of the Business.
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Examples of Group Liabilities in a sentence

  • In addition, Seller and its Affiliates shall be solely responsible for any and all Controlled Group Liabilities.

  • Except as otherwise provided in Article III, the parties shall use reasonable efforts to ensure that Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to RemainCo with respect to RemainCo Group Liabilities and to SpinCo with respect to the SpinCo Group Liabilities.

  • From and after the Distribution Date, (a) Lakes shall, and/or shall cause the Non-Mississippi Subsidiaries to, assume, pay, perform and discharge in due course all of the Non-Mississippi Group Liabilities (including the Indian Guarantees and the Stratosphere Liabilities); and; (b) Company shall, and/or shall cause the Mississippi Subsidiaries to, assume, pay, perform and discharge in due course all of the Mississippi Group Liabilities (including the Non-Mississippi Subsidiaries Note Guarantees).

  • In the case of any Transfer involving a third party consent, the transferor shall not agree to any terms of transfer (without the prior written consent of the transferee) which have the effect of materially altering the rights or benefits arising under any of the particular Westar Assets, Western Assets, Westar Group Liabilities or Western Group Liabilities, as the case may be, subject to the Transfer.

  • The Subordinated Creditor hereby agrees to notify the Security Trustee of the amounts from time to time of the Subordinated Liabilities and the Group Liabilities which may be scheduled to be made by any member of the Restricted Group to the Subordinated Creditor.

  • The Parties acknowledge and agree that there are certain other Liabilities that are contingent in nature that may be partly Sprint Group Liabilities and partly Embarq Group Liabilities (“Shared Contingent Liabilities”).

  • The Parties acknowledge and agree that there are certain other Liabilities that are contingent in nature that may be partly NTELOS Group Liabilities and partly Wireline Group Liabilities (“Shared Contingent Liabilities”).

  • In the case of any transfer, assignment or assumption involving a third party consent, the transferor shall not, without the prior written consent of the transferee, agree to any terms of transfer, assignment or assumption which have the effect of materially altering the rights or benefits arising under any of the particular Aquila Assets, UtiliCorp Assets, Aquila Group Liabilities or UtiliCorp Group Liabilities, as the case may be, subject to the transfer, assignment or assumption.

  • Except as set forth in one or more of the Related Agreements, effective as of and after the Distribution Date, (a) Franchising shall, and/or shall cause the Franchising Group Subsidiaries to, assume, pay, perform and discharge in due course all of the Franchising Group Liabilities, and (b) Choice shall, and/or shall cause the Real Estate Group Subsidiaries to, assume, pay, perform and discharge in due course all of the Real Estate Group Liabilities.

  • Except as specifically set forth in any ---------------------------- of the Distribution Documents, from and after the Effective Time, Duck Head shall, and shall use its reasonable best efforts to cause its Subsidiaries to, pay, perform and discharge in due course all of the Duck Head Group Liabilities for which such entity is liable.


More Definitions of Group Liabilities

Group Liabilities means, in relation to a Chargor, all present and future obligations and liabilities which at any time are, or are expressed to be, or may become, due, owing or payable by any member of the Group and/or any (direct or indirect) Holding Company or Subsidiary of any member of the Group and/or by any Debtor and/or any (direct or indirect) Holding Company or Subsidiary of any Debtor, in each case, to that Chargor, both actual and contingent and whether incurred solely or jointly or severally, and as principal or surety or in any other capacity, including any Intra-Group Liabilities and, in each case, all Related Rights.
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Group Liabilities means (a) all Liabilities of any member of Seller's Group, suffered or incurred after Closing, to the extent relating to the Operations (including the assets used therein) as conducted at any time prior to Closing, and (b) Liabilities relating to or arising out of the Operations of the Group Companies as conducted by Purchaser's Group after the Closing, to the extent (and only to the extent) relating to or arising out of facts, circumstances or conditions first existing, initiated or occurring after Closing; provided, however, that Group Liabilities shall not include Liabilities relating to the Carve-Out Business or the business subject to the Xxxxx Carve-Out or the Huron Carve-Out, or Liabilities relating to the Non-Operating Facilities or the Former Facilities;
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Group Liabilities means, in relation to a Group, the liabilities of the Scheme in respect of or relating to the Members and Former Members associated with such Group;
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Related to Group Liabilities

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

  • 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.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

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

  • Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

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

  • Liabilities means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

  • Environmental Liabilities means all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

  • Employment Liabilities means all claims, demands, actions, proceedings, damages, compensation, tribunal awards, fines, costs (including but not limited to reasonable legal costs), expenses and all other liabilities whatsoever;

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

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • 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.

  • Covered Liabilities as defined in Subsection 11.21.

  • Hedging Liabilities means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

  • Tax Liabilities means all liabilities for Taxes.

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

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Environmental Costs and Liabilities means any and all losses, liabilities, obligations, damages, fines, penalties, judgments, actions, claims, costs and expenses (including, without limitation, fees, disbursements and expenses of legal counsel, experts, engineers and consultants and the costs of investigation and feasibility studies and remedial activities) arising from or under any Environmental Law or order or contract with any Governmental Authority or any other Person.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Hedge Liabilities shall have the meaning provided in the definition of “Lender-Provided Interest Rate Hedge”.