Shared Liabilities definition

Shared Liabilities shall have the meaning set forth in the 1999 Spin Agreement.

Shared Liabilities means (i) the Liabilities identified on Schedule 1.1H, or (ii) any Liability that is described as both a Controlled Liability in Section 2.2(a)(i) and a SpinCo Liability in Section 2.2(b)(i).

Shared Liabilities has the meaning set forth in Section 2.6 below.

Examples of Shared Liabilities in a sentence

• Notwithstanding anything herein to the contrary, Parent shall have the sole right to defend and control any proceeding related to Shared Liabilities.

• If any party pays all or any portion of any Liabilities for which another party is entirely or partially responsible hereunder (including without limitation any Shared Liabilities), the responsible party will promptly (but in no event later than 30 days after demand by the paying party) reimburse the paying party for its portion of that payment, provided that any demand for reimbursement shall be accompanied by appropriate evidence of payment thereof.

• E The amounts to be paid to Vivendi in respect of the purchase price pursuant to the Vivendi Sale Agreement were provisionally allocated to Diageo and Pernod Xxxxxx purchasing entities initially without regard to the existence and/or amount of external working capital balances, cash, indebtedness, wrong pocket assets and liabilities (including inventory) or Shared Assets and Shared Liabilities (as such terms were defined in the Framework and Implementation Agreement).

• Such liabilities shall be Joint Liabilities or Shared Liabilities (as the case may be), save to the extent that such liabilities have been settled between the parties or their respective Affiliates in accordance with the Framework and Implementation Agreement, Schedule 9 or otherwise (whether before, on or after the date of this Agreement).

• Each Party shall reimburse the other for its share of Shared Liabilities and pay any reimbursements due the other Party as Shared Liabilities or reimbursable items are paid.

More Definitions of Shared Liabilities

Shared Liabilities means (i) the Liabilities listed on Schedule 1.01(a), ------------------ (ii) any Liability (whether arising before, on or after the Distributions) of Varian or its Subsidiaries (before giving effect to the Corporate Reorganization Transactions and the Distributions) arising out of, relating to or resulting from, the management or conduct before the Distributions of the businesses of Varian or its Subsidiaries (before giving effect to the Corporate Reorganization Transactions and the Distributions) or their respective Assets, which Liability is not expressly included in the definitions of "Health Care Systems Liabilities," "Instruments Liabilities" or "Semiconductor Equipment Liabilities," including those Liabilities listed on Schedule 1.01(b), Securities Liabilities of Varian and its Subsidiaries (before giving effect to the Corporate Reorganization Transactions and Distributions) and/or any of its and their respective directors, officers, employees, agents or representative at or before the Distributions (other than Securities Liabilities specifically assumed by HCS, SEB and IB in this Agreement) and Liabilities arising out of, relating to or resulting from any alleged breach of fiduciary duty by the Board of Directors of Varian or any member thereof at or before the Distributions, (iii) the Costs of personnel and third party service providers involved in Insurance Administration with respect to the Company Policies, and (iv) the cost of any Policies, letters of credit or surety bonds insuring against or otherwise covering the Liabilities included in clauses (i) and (ii) and the Costs of personnel and third party service providers involved in Insurance Administration or Claims Administration with respect to such Policies.

Shared Liabilities has the meaning set forth in Section 9.8(a).

Shared Liabilities means the liabilities set forth on Schedule 1.5.

Shared Liabilities means any and all Liabilities relating to, arising out of or resulting from any of the matters listed or described on Schedule 1.50.

Shared Liabilities means, in each case, individually, the Liabilities set forth in each of (i) Section 2.3(a) with respect to the Breach or Default Liabilities (but without prejudice, for the avoidance of doubt, to the Parties’ agreements set forth in Section 2.5(a)); (ii) Section 2.3(c) to the extent the amount of such Liabilities are in excess of the reserve for warranty Liabilities included in the final calculation of the Adjustment Amount; (iii) Section 2.3(e) (each Liability in this clause “(iii)”, a “Transfer Tax Shared Liability”); and (iv) Section 2.3(f) with respect to third party Intellectual Property (as opposed to Intellectual Property generally) (each Liability in this clause “(iv)”, an “Infringement Shared Liability”).

Shared Liabilities means all Liabilities that are neither Parent Liabilities (as defined without giving effect to clause (iv) of the definition of "Parent Liabilities") nor SpinCo Liabilities (as defined without giving effect to clause (v) of the definition of "SpinCo Liabilities"), including the Liabilities described on Schedule 1.1(iii).

Shared Liabilities or "Shared Liability"shall have the meaning given in Section 1.2 (e).