Allocation of Liabilities Sample Clauses
The Allocation of Liabilities clause defines how responsibility for losses, damages, or legal claims is distributed between the parties involved in an agreement. Typically, this clause specifies which party will bear certain types of risks, such as property damage, personal injury, or third-party claims, and may set limits on the amount or types of liabilities each party assumes. Its core practical function is to clearly delineate financial and legal responsibility, thereby reducing uncertainty and potential disputes over who is accountable for specific issues that may arise during the course of the contractual relationship.
Allocation of Liabilities. (a) The D&B Group shall retain responsibility for and continue to pay all expenses and benefits relating to the D&B Employee Benefit Welfare Plans with respect to (i) claims incurred prior to the Effective Time by D&B Pre-Distribution Employees and their covered dependents and (ii) claims incurred from and after the Effective Time by D&B Post-Distribution Employees, D&B Retirees and D&B Disabled Employees. The Cognizant Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims incurred by Cognizant Employees and their covered dependents from and after the Effective Time. The ACNielsen Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims incurred by ACNielsen Employees and their covered dependents from and after the Effective Time. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding the foregoing, claims incurred by any employee of a pre-Distribution Subsidiary of D&B or their covered dependents under any welfare plan maintained by such Subsidiary solely for the benefit of its employees and their dependents shall, whether incurred prior to, on or after the Effective Time, be the sole responsibility and liability of that Subsidiary.
(b) The Cognizant Group shall be responsible for all COBRA coverage for any employee of the Cognizant Group and his or her covered dependents who participated in a D&B Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. The ACNielsen Group shall be responsible for all COBRA coverage for any employee of the ACNielsen Group and his or her covered dependents who participated in a D&B Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. The D&B Group shall be responsible for all COBRA coverage for any other D&B Pre-Distribution Employee and his or her covered dependents who participated in a D&B Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. Notwithstan...
Allocation of Liabilities. (i) The Starz Group shall be responsible for determining all bonus awards that would otherwise be payable under non-equity cash incentive to Starz Group Employees or Former Starz Group Employees for any performance periods that are open when the Separation Effective Time occurs. The Starz Group shall also determine for Starz Group Employees or Former Starz Group Employees (A) the extent to which established performance criteria (as interpreted by the Starz Group, in its sole discretion) have been met, and (B) the payment level for each Starz Group Employee or Former Starz Group Employee. The Starz Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to Starz Group Employees or Former Starz Group Employees for any performance periods that are open when the Separation Effective Time occurs and thereafter, and no member of the New Lionsgate Group shall have any obligations with respect thereto.
(ii) The New Lionsgate Group shall be responsible for determining all bonus awards that would otherwise be payable under non-equity cash incentive plans to New Lionsgate Group Employees or Former New Lionsgate Group Employees for any performance periods that are open when the Separation Effective Time occurs. The New Lionsgate Group shall also determine for New Lionsgate Group Employees or Former New Lionsgate Group Employees (A) the extent to which established performance criteria (as interpreted by the New Lionsgate Group, in its sole discretion) have been met, and (B) the payment level for each New Lionsgate Group Employee or Former New Lionsgate Group Employee. The New Lionsgate Group shall retain (or assume as necessary) all Liabilities with respect to any such bonus awards payable to New Lionsgate Group Employees or Former New Lionsgate Group Employees for any performance periods that are open when the Separation Effective Time occurs and thereafter, and no member of the Starz Group shall have any obligations with respect thereto.
Allocation of Liabilities. The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Retirement Plan Employees in the Corporation Retirement Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Retirement Plan.
Allocation of Liabilities. Each Member’s interest in “partnership” profits for purposes of determining that Member’s share of “excess nonrecourse liabilities” of the Company as used in Section 1.752-3(a)(3) of the Treasury Regulations, shall be equal to that Member’s Percentage Interest.
Allocation of Liabilities. The assets belonging to each particular Series or attributable to each particular Class of such Series shall be charged with the liabilities of the Trust in respect of that Series or Class and with all expenses, costs, charges and reserves attributable to that Series or Class, and any general liabilities, expenses, costs, charges or reserves of the Trust that are not readily identifiable as being attributable to any particular Series or Class shall be allocated and charged against assets of the Series and Classes of each Series in proportion to their net assets as a proportion of the total net assets of the Trust unless the Trustees shall have affirmatively allocated them among any one or more of the Series or Classes established and designated from time to time in any other manner or basis as the Trustees in their sole discretion deem fair and equitable; provided that any incremental expenses allocated to one or more Classes of Shares on a basis other than the relative net asset values of the respective Classes shall be allocated in a manner consistent with the 1940 Act. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Shareholders. Under no circumstances shall the assets allocated or belonging to a particular Series or attributable to a particular Class be charged with any liabilities attributable to another Series or Class. Any creditor may look only to the assets of the particular Series with respect to which such Person is a creditor for satisfaction of such creditor’s debt.
Allocation of Liabilities. The RHD Group shall retain all Liabilities relating to the participation of RHD Transferred Retirement Plan Employees in the Corporation Retirement Plan. The New D&B Group shall assume all other Liabilities relating to the Corporation Retirement Plan.
Allocation of Liabilities. GUARANTEE AND DEFICIT RESTORATION OBLIGATION OPPORTUNITY; NOTIFICATION OF REDUCTION OF LIABILITIES; COOPERATION REGARDING ADDITIONAL ALLOCATION OF LIABILITIES
Allocation of Liabilities. Solely for purposes of determining the Interest Holders' respective shares of the nonrecourse liabilities of the Company within the meaning of Regulation Section 1.752-3(a)(3), each Interest Holder's interest in Company Profit shall be equal to such Interest Holder's Percentage.
Allocation of Liabilities. (a) From and after the Closing Date, Purchaser shall or shall cause one of its Affiliates to assume all current employment, labor, compensation, employee welfare and employee benefits related Liabilities, commitments, claims and losses that are of a type included in Net Working Capital or that relate to each (A) Transferred Employee (or any dependent or beneficiary of any Transferred Employee) and that (1) arise as a result of an event or events that occur after the applicable Transfer Time; (2) Purchaser or its Affiliates have specifically agreed to assume, fulfill, bear, honor or be responsible for pursuant to this Article VII; or (3) transfer to Purchaser or its Affiliates under applicable Laws (or pursuant to the transfer of the Purchased Equity Interests) (except for such Liabilities, commitments, claims and losses that are Excluded HR Liabilities); or (B) Assumed Benefit Plan (such Liabilities, commitments, claims and losses, the “Transferred HR Liabilities”);
(b) Neither Purchaser nor any of its Affiliates shall assume or be obligated to pay, perform or otherwise discharge, and Parent and its Affiliates, as the case may be, shall remain liable to pay, perform and discharge when due all employment, labor, compensation, pension, employee welfare and employee benefits (including defined benefit pension and retiree welfare benefits) related Liabilities, commitments, claims and losses, including with respect to any Employee Benefit Plan, relating to (A) each current or former employee or other individual service provider of Parent and its Affiliates, including all former employees and other individual service providers of the Business (or any dependent or beneficiary thereof), other than the Transferred Employees and their dependents and beneficiaries, in each case, whether arising out of an event or events that occur before, on or after the applicable Closing Date; (B) each Employee on Disability Leave (or any dependent or beneficiary of any Employee on Disability Leave) that arise as a result of an event or events that occur as of or prior to the applicable Transfer Time; (C) Employee Benefit Plans that are not Assumed Benefit Plans; (D) all Controlled Group Liabilities except for any Controlled Group Liabilities Purchaser or its Affiliates have specifically agreed to assume, fulfill, bear, honor or be responsible for pursuant to this Article VII; or (E) Parent or its Affiliates have specifically agreed to retain, assume, fulfill, bear, honor or be res...
Allocation of Liabilities. (a) Subject to Section 2.6(c) and except as expressly provided the Separation Agreement, this Agreement or the other Ancillary Agreements, the Parties agree that each Property Transaction shall be on an “as is, where is” basis with no representation and warranties.
(b) In furtherance of Article VI of the Separation Agreement, and for the avoidance of doubt, subject to Section 2.6(c), the Parties agree that the Properties are being accepted by the Receiving Party in the condition as of the Actual Completion Date and with the acceptance by the Receiving Party of the following benefits and assumption by the Receiving Party of the following Liabilities from and after the Actual Completion Date:
(i) All fixed assets, improvements, fixtures and fittings appurtenant to or located on such Property;
(ii) Liabilities for payment of taxes, rent, outgoings, utilities, insurance and any other costs associated with the Property or the Lease (as applicable);
(iii) All benefits (including rental income) and obligations with respect to any leases, subleases and sub-tenants of such Property;
(iv) Liabilities associated with vacancy or underutilized space existing as of or arising after Actual Completion Date;
(v) The rights to any security deposits held under a Lease shall be transferred to the applicable Receiving Party (and any security deposit held under a lease or sublease to a third party shall be transferred and turned over to such Receiving Party);
(vi) The rights to transfer of any Reserves; and
(vii) Costs associated with early termination of any Lease in the event early termination occurs.
(c) Notwithstanding Section 2.6(a) and (b) above and anything to the contrary provided in the Separation Agreement, the Parties agree that for sites identified as Known Environmental Liabilities (as defined in the Environmental Supplemental Agreement), the Environmental Supplemental Agreement shall exclusively govern and control in all respects.
(d) Each Party shall promptly provide to the other Party copies of all invoices, demands, notices and other communications received by the Party or its or its applicable Subsidiaries or agents in connection with any of the matters for which the other Party may be liable to make any payment or perform any obligation pursuant to this Section 2.6, and the Parties shall work cooperatively in connection with any such matters.