Xxxxxx Liabilities means the Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of Abbott and the Abbott Subsidiaries and, prior to the Effective Time, AbbVie and the AbbVie Subsidiaries, in each case that are not AbbVie Liabilities or AbbVie Indemnity Obligations.
Xxxxxx Liabilities means, without duplication, the following Liabilities:
Xxxxxx Liabilities subject to the provisions of the Other Agreements, all of the Liabilities, other than the Healthcare Services Liabilities, of any member of either Group including, without limitation, all liabilities specified on Schedule 1.01(e).
Examples of Xxxxxx Liabilities in a sentence
Insurance Proceeds received with respect to claims, costs and expenses under the Insurance Policies shall be paid to Xxxxxx with respect to Xxxxxx Liabilities which are Insured Claims under the Xxxxxx Policies and to Ventiv with respect to the Healthcare Services Liabilities which are Insured Claims under the Xxxxxx Policies.
The San Xxxxxx Project, the San Xxxxxx Assets, and the San Xxxxxx Liabilities are, and will be immediately after consummation of the Spin-Off and the other transactions contemplated by the Separation Agreement, owned and held exclusively by the RemainCo Entities.
None of the Logix Parties shall be liable to any of the Xxxxxx Parties for any reason whatsoever on account of any Xxxxxx Liabilities.
This policy shall apply to the Council, Exco, all Portfolio Committees, Accounting Officer and Strategic Executive Directors.
Xxxxxx shall contribute, in exchange for its Membership Interest in the Company, the Contributed Xxxxxx Assets and Contributed Xxxxxx Liabilities as set forth in the Xxxxxx Contribution Agreement.
More Definitions of Xxxxxx Liabilities
Xxxxxx Liabilities means all (i) Liabilities of the Xxxxxx Group under this Agreement and (ii) except as otherwise specifically provided herein or in the Tax Sharing Agreement, other Liabilities, whether arising before, on or after the Distribution Date, of or relating to the Xxxxxx Group or arising from or in connection with the conduct of the businesses of the Xxxxxx Group (other than the Deltic Business) or the ownership or use of assets in connection therewith, including without limitation any Liabilities arising under or relating to Environmental Laws. Notwithstanding the foregoing, "Xxxxxx Liabilities" shall exclude: (x) any Liabilities for Taxes (since such Liabilities shall be governed by the Tax Sharing Agreement) and (y) any Liabilities specifically retained or assumed by Deltic pursuant to this Agreement.
Xxxxxx Liabilities shall exclude: (x) any Liabilities for Taxes (since such Liabilities shall be governed by the Tax Sharing Agreement) and (y) any Liabilities specifically retained or assumed by Deltic pursuant to this Agreement.
Xxxxxx Liabilities has the meaning set forth in Section 2.03(a).
Xxxxxx Liabilities means (without duplication):
Xxxxxx Liabilities means, except as otherwise expressly provided for in this Agreement and except for potential tax liabilities which are addressed in the Tax Agreement, any and all of the obligations, liabilities and expenses incurred by Xxxxxx, Logix or any of their respective affiliates or subsidiaries or affiliates of such subsidiaries arising out of or associated with, or any Litigation and Claims alleged to arise out of or be associated with, the Xxxxxx Businesses, whether or not in the ordinary course of business, in each case whether matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, and whether arising out of circumstances existing prior to, on or subsequent to the Closing and regardless of where or against whom such obligations, liabilities and expenses are asserted or determined or whether asserted or determined prior to, on or subsequent to the Closing, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud, or misrepresentation by any of the Logix Parties, and including, without limitation, the following items:
Xxxxxx Liabilities subject to the provisions of the Other Agreements, all of the Liabilities, other than the Healthcare Services Liabilities, of any member of either Group including, without limitation, all liabilities specified on Schedule 1.01(e). XXXXXX OPTION: an option to purchase shares of Xxxxxx Common Stock granted pursuant to the Xxxxxx Option Plan, together with any stock appreciation right or limited stock appreciation right issued in connection therewith. XXXXXX OPTION PLAN: the 1996 Stock Incentive Plan of Xxxxxx.
Xxxxxx Liabilities means (i) the Xxxxxx Debt, together with accrued and unpaid interest thereon at the Spin-Off Merger Time to the extent reflected on the Closing Date Balance Sheet (other than with respect to the Xxxxxx Debt to be incurred in connection with the Intercompany Payment for which there will be no accrued and unpaid interest at the Spin-Off Merger Time), (ii) all Liabilities relating primarily to, or arising primarily out of, the Defense Business as conducted at any time prior to, on or after the Spin-Off Merger Time, including without limitation all Liabilities relating to or arising out of the Xxxxxx Assets, (iii) the Liabilities described on Schedule 7, (iv) all Liabilities with respect to Defense Employees and Retired Defense Employees, (v) all Liabilities arising under the Defense Employee Arrangements and Defense Employee Benefit Plans, and (vi) the obligations of Xxxxxx created pursuant to this Agreement, the agreements contemplated hereby (including under the Ancillary Separation Agreements) and the other Transaction Agreements (to the extent such other Transaction Agreements contain obligations or liabilities of Xxxxxx and/or its Subsidiaries from and after the Spin-Off Merger Time).