CCBCC Assumed Liabilities Sample Clauses

CCBCC Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement, and subject to the exclusion of the CCBCC Excluded Liabilities, the CCR Parties hereby agree, effective at the time of the Closing and from and after the Closing, to assume and agree to pay, discharge and perform in accordance with their terms, only the following liabilities, commitments and obligations of the CCBCC Parties arising from or relating to the CCBCC Transferred Assets or the CCBCC Business, as the same shall exist as of the Closing (the “CCBCC Assumed Liabilities”): (i) all liabilities, commitments and obligations arising under any of the CCBCC Assumed Contracts to the extent such liabilities, commitments and obligations are required to be performed on or after, or relate to any period beginning on or after, the Closing and to the extent that they do not relate to any failure to perform or other breach, default or violation by a CCBCC Party under any such CCBCC Assumed Contract prior to the Closing; (ii) any liability or obligation with respect to Taxes imposed with respect to the CCBCC Transferred Assets or the operation of the CCBCC Business for any period beginning on or after the Closing Date (none of which, for the avoidance of doubt, shall include any Taxes arising from the CCBCC Parties’ operation of the CCBCC Business prior to the Closing Date or the CCBCC Parties’ operation at any time of any business other than the CCBCC Business) taking into account the allocation described in Section 2.10(a); (iii) the obligation to pay, on a semi-annual basis, to the Coca-Cola North America division of TCCC, the amount of One Dollar and One Cent ($1.01) per standard physical case of Monster brand beverage products sold in the CCBCC Territory following the Closing and during the term of CCR’s or its designee’s Monster distribution agreement with Monster Energy Company (“MEC”); and (iv) those liabilities of the CCBCC Business included in the CCBCC Net Working Capital which are reflected as liabilities on the CCBCC Final Amounts Schedule and which are not CCBCC Retained Liabilities, but only to the extent of the amounts so included, and the other liabilities of the CCBCC Business designated on Section C of the CCBCC Disclosure Schedule as included in the CCBCC Assumed Liabilities.