Specified Liability definition

Specified Liability means any debt, obligation, or liability of any nature whatsoever (including any unknown, undisclosed, unmatured, unaccrued, unasserted, unliquidated, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability) that would be required to be disclosed on a balance sheet prepared in accordance with GAAP, regardless of whether such debt, obligation, or liability is immediately due and payable. For the avoidance of doubt, the line item “Customer Prepayments” on the January 9th Balance Sheet shall be deemed a Specified Liability.
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Specified Liability shall have the meaning set forth in Section 9.2(a)(xii).
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Specified Liability means any liability of the Bank to make a payment in relation to:
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Examples of Specified Liability in a sentence

  • The Basket One Cap Carryforward originating in a taxable year shall equal the excess, if any, of the Basket One Cap Base Amount for such taxable year over the Specified Liability Deductions for such taxable year.

  • Affiliated Group or the Marathon Affiliated Group, then for purposes of this TMA, such audit and related proceeding, to the extent they concern the amount of the Specified Liability Deductions claimed or capable of being claimed by Marathon or the Marathon Group as successor to HoldCo, shall be treated as a Tax Claim with respect to which Marathon is the indemnified party and New Ashland Inc.

  • Specified Liability Deductions for a taxable year shall be considered to be used first against, and to the extent of, the Basket One Cap Base Amount for such taxable year.

  • The Basket One Amount for a taxable year, once determined, shall not be redetermined for any reason other than an adjustment in the amount of the Specified Liability Deductions for such taxable year resulting from a Tax Claim with respect to the New Ashland Inc.

  • The Parties stipulate that any Party’s breach of the obligation set forth in Section 3.7(b) to defend a Third Party Claim relating to a RemainCo Specified Liability or a SpinCo Specified Liability will cause irreparable injury to the Indemnitee, and that any damages available at law for such a breach would not be an adequate remedy.

  • If any Indemnitee shall receive notice of or otherwise learn of the assertion of a Third-Party Claim which may reasonably be determined to be in whole or in part a Covered Specified Liability, Parent or ▇▇▇▇▇ ▇▇▇▇▇▇▇, as appropriate depending on which Group such Indemnitee is a member of or otherwise affiliated with, shall give the other Party written notice thereof within 30 days after such Indemnitee receives notice or otherwise learns of the assertion of such Third-Party Claim.

  • If the IRS issues such a private letter ruling, the Specified Liability Deductions shall be claimed by New Ashland Inc.

  • If the Indemnifying Party does not, in its Good Faith Judgment, dispute its potential liability to the Indemnitee with respect to a Third Party Claim not relating to a RemainCo Specified Liability or a SpinCo Specified Liability, the Indemnifying Party may elect to defend (and to settle or compromise in accordance with the applicable provisions of this Section 3.7) such Third Party Claim, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel.

  • The amount of the Specified Liability Deductions claimed by Marathon shall be determined under the Net Deduction Method unless the parties agree in writing that a different method should be used or unless there is a Final Determination requiring a different method.

  • Therefore, the obligation set forth in Section 3.7(b) of this Agreement to defend a Third Party Claim relating to a RemainCo Specified Liability or a SpinCo Specified Liability shall be enforceable in appropriate circumstances in accordance with Article V of this Agreement by an order of specific performance, and appropriate preliminary or permanent injunctive relief may be applied for and granted in connection therewith, in each case without the posting of any bond or other security.


More Definitions of Specified Liability

Specified Liability means the Liabilities of the Company specified on Schedule 11.1(b).
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Specified Liability means that portion of the Liability underlying the Specified Guarantee up to $21,000,000 as may be reduced from time to time as such Liability is eliminated.
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Specified Liability means any Liability relating to or arising out of any of the following (i) the Restructuring Transactions (whether or not any such Restructuring Transaction has been completed, pursuant to the steps described on Exhibit C, as of Closing), including all Taxes, (ii) any business, ownership, or operation of Parent, Sellers, any Acquired Company Member or any of their respective Affiliates or predecessors, other than the Protected Business Line, (iii) any Asbestos Claim, (iv) any Environmental Liabilities, (v) any unpaid Closing Indebtedness, to the extent not taken into account in the determination at the Final Adjusted Purchase Price, (vi) any Seller Transaction Expenses, to the extent not taken into account in the determination at the Final Adjusted Purchase Price, (vii) any Indemnified Taxes, and (viii) the CIRCOR International, Inc. Retirement Plan, including any Liability under ERISA. 14
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Specified Liability has the meaning ascribed to it Schedule 1.1(jjjj) of the Seller Disclosure Letter.
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Related to Specified Liability

  • Specified Liabilities shall have the meaning set forth in Section 2.1.3.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Specified Loan Party means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.