Canada Assumed Liabilities definition

Canada Assumed Liabilities means the Assumed Liabilities located in Canada or in respect of any Canadian Business Employee.
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Canada Assumed Liabilities means the following Liabilities relating to the Canada Business, except to the extent included in the Canada Excluded Liabilities:
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Canada Assumed Liabilities is defined in Section 1.3(b).
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Examples of Canada Assumed Liabilities in a sentence

  • Buyer shall prepare and deliver to Seller a statement allocating the Final Purchase Price between the aggregated Transferred Assets (other than the Canada Transferred Assets) (the “U.S. Purchase Price”) and the aggregated Canada Transferred Assets (the “Canadian Purchase Price”), which in the case of the U.S. Purchase Price shall include the Assumed Liabilities and in the case of the Canadian Purchase Price shall include the Canada Assumed Liabilities.

  • Conventionally, the bonding of the two layers is accomplished by the use of an adhesive which coats one or both of the inside surfaces of the layers.

  • Canada Buyer and Canada Seller agree that the allocation of the Canadian Purchase Price (including the Canada Assumed Liabilities) among the Canada Transferred Assets, for Canadian income tax purposes, shall be made in accordance with, and governed by, the principles set forth in Section 1.2(e)(i), mutatis mutandis.

  • At the Closing, the parties will execute and deliver such transfer and assumption documentation as may be customary to evidence the Transfer of the C&A Imperial Canada Assets and the assumption of the C&A Imperial Canada Assumed Liabilities, as contemplated herein.

  • Notwithstanding anything to the contrary in this Agreement, Purchaser will not assume any liability or obligation (other than those listed on Schedule 1.4) owed by Imperial Canada to Seller or any Post-Closing Affiliate of a type that would be shown on a balance sheet of Imperial Canada and any such liability or obligation will not be included in the C&A Imperial Canada Assumed Liabilities.

  • RTA shall promptly turn over to Buyer all remittances, payments, mail and other communications to the extent related to the Canada Purchased Assets or the Canada Assumed Liabilities received by it or its Affiliates at any time after the North America Closing.

  • Except for the representations and warranties contained in this Article V (as modified by the Sellers Disclosure Letter), none of Sellers, the Group Companies or any of their Affiliates or Representatives makes or has made any other representation or warranty whatsoever, oral or written, express or implied, with respect to the Group Companies, the Canada Purchased Assets, the Canada Assumed Liabilities, the Business or the transactions contemplated by this Agreement.

  • The aggregate purchase price for the Canada Transferred Assets and the covenants of the Canada Seller hereunder shall be equal to Six Hundred Fifty Two Thousand United States Dollars ($652,000) (the “Canada Base Purchase Price” and together with the US Base Purchase Price, the “Base Purchase Price”), p lus or minus the adjustments allocable to the Canada Transferred Assets pursuant to Section 1.6(c), and (b) the assumption of the Canada Assumed Liabilities.

  • The aggregate purchase price for the Canada Transferred Assets and the covenants of the Canada Seller hereunder shall be equal to Six Hundred Fifty Two Thousand United States Dollars ($652,000) (the “ Canada Base Purchase Price” and together with the US Base Purchase Price, the “Base Purchase Price”), plus or minus the adjustments allocable to the Canada Transferred Assets pursuant to Section 1.6(c), and (b) the assumption of the Canada Assumed Liabilities.

  • The purchase price for the Word Canada Assets shall be US$10 plus the Word Canada Assumed Liabilities (such price, as adjusted pursuant to Article 3 of the Comprehensive Purchase Agreement being herein referred to as the "WORD CANADA PURCHASE PRICE").

Related to Canada Assumed Liabilities

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

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

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

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

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

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

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Purchased Assets has the meaning set forth in Section 2.1.

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

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Retained Assets has the meaning set forth in Section 2.2.

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

  • Covered Liabilities as defined in Subsection 11.21.

  • 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;

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Specified Assets the following property and assets of such Grantor:

  • Schedule of Assumed Executory Contracts and Unexpired Leases means the schedule of certain Executory Contracts and Unexpired Leases to be assumed (or assumed and assigned) by the Debtors pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time by the Debtors.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).