International Assumed Liabilities definition

International Assumed Liabilities means all the Assumed Liabilities that are Liabilities of any International Selling Affiliate as of the effective time of the Closing Date.
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International Assumed Liabilities means certain liabilities of Seller and its Affiliates related to the Acquired Business, as set forth in Exhibit I-1.
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International Assumed Liabilities mean any and all Liabilities (other than Retained Liabilities described in clauses (i) through (x) of the definition thereof), whether arising before, on or after the Closing Date, ASD, any other Seller, or any International B&K Company, or any of their predecessor companies or businesses, or any of their Affiliates, Subsidiaries or divisions, relating to, resulting from or arising out of the present, past or future operation or conduct of the International B&K Business or the present, past or future ownership or use of any Assets in the International B&K Business including the following Liabilities of the International Asset Sellers (other than Retained Liabilities described in clauses (i) through (x) of the definition thereof):
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Examples of International Assumed Liabilities in a sentence

  • On the terms and subject to the conditions of this Agreement, Buyer shall, on the Closing Date, assume and shall pay, honor, perform and discharge (or cause to be assumed, paid, honored, performed and discharged) when due all the U.S. Assumed Liabilities and the International Assumed Liabilities (collectively, the "ASSUMED LIABILITIES").

  • The sale, transfer, assignment and delivery of the International Acquired Assets and the assumption of the International Assumed Liabilities of each International Selling Affiliate will be effected pursuant to a short-form asset purchase agreement (each, an “ International Asset Purchase Agreement”).

  • Each Buyer has conducted its own evaluation of the B&K Business and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the applicable B&K Companies Stock, the Joint Venture Interests and the B&K Assets and of its assumption of the International Assumed Liabilities or Americas Assumed Liabilities, as the case may be.

  • Buyer desires to assume, and Seller desires to assign, the International Assumed Liabilities.

Related to International Assumed Liabilities

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

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

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

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

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

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

  • 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.

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • 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).

  • 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.

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

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

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

  • Assumed Leases has the meaning set forth in Section 2.1(l).

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

  • 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;

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.