U.S. Assumed Liabilities Sample Clauses
U.S. Assumed Liabilities. (i) At the Closing, the Ski Purchaser shall assume and shall agree to pay, defend, discharge and perform as and when due and performable, and shall indemnify, discharge and hold harmless the Company and its Affiliates against, all Liabilities, whether arising prior to, on or after, the Closing Date, incurred in connection with, or relating to, the U.S. Ski Purchased Assets, except for the U.S. Excluded Liabilities.
(ii) At the Closing, the Attractions Purchaser shall assume and shall agree to pay, defend, discharge and perform as and when due and performable, and shall indemnify, discharge and hold harmless the Company and its Affiliates against, all Liabilities, whether arising prior to, on or after, the Closing Date, incurred in connection with, or relating to, the U.S. Attractions Purchased Assets, except for the U.S. Excluded Liabilities.
(iii) All of the Liabilities described above in this Section 2.5(a) are individually and collectively referred to as the “U.S. Assumed Liabilities.”
U.S. Assumed Liabilities. At Closing, subject to the terms and conditions of this Agreement and the Ancillary Agreements, the Purchaser shall and agrees to assume, pay, perform and discharge when due, any and all of the Liabilities (whether arising or in respect of the periods before or after Closing) of the Sellers to the extent related to the Business or the Purchased Assets located in the United States, including in any case the Liabilities (whether arising or in respect of the periods before or after Closing) of the Companies and the Subsidiaries and those listed in this Section 2.02(a)(i) below; but, excluding the Canadian Assumed Liabilities and the Excluded Liabilities set forth in Section 2.02(b) below (collectively, the “U.S. Assumed Liabilities”). The U.S. Assumed Liabilities include, but are not limited to, the following:
(A) all Liabilities of any Seller arising under the contracts comprising Purchased Assets located in the United States to be performed after the Closing (whether accrued before or after the Closing), or to the extent included as current liabilities in the Adjusted Net Working Capital (as finally determined in accordance with Section 2.07);
(B) all Liabilities in respect of the Business Employees located in the United States for which the Purchaser is responsible pursuant to Article VI;
(C) all Environmental Liabilities to the extent relating to the Business or the Purchased Assets located in the United States;
(D) all Liabilities for (x) Taxes arising as a result of the Purchaser’s operation of the Business or ownership of the Purchased Assets after the Closing Date as allocated in accordance with Section 7.02 and (y) any Conveyance Taxes that are the responsibility of the Purchaser as determined pursuant to Section 7.06;
(E) all Liabilities set forth in Section 2.02(a)(i)(E) of the Disclosure Schedule.
U.S. Assumed Liabilities. (i) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the US JV Company shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities of Weatherford US (collectively, the “Weatherford US Assumed Liabilities”):
(A) subject to Section 3.4(c), all Liabilities of Weatherford US under the Weatherford Contributed Contracts that arise out of or relate to the period from and after the Closing.
(ii) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the US JV Company shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, the following liabilities of STC (collectively, the “STC Assumed Liabilities”):
(A) subject to Section 3.4(c), all Liabilities of STC under the Schlumberger Contributed Contracts that arise out of or relate to the period from and after the Closing.
U.S. Assumed Liabilities. Subject to Sections 2.2.2 and 2.2.3, the US Purchaser shall assume, duly and punctually pay, satisfy, discharge, perform or fulfill all of the following Liabilities of the US Vendor (collectively, the US ASSUMED LIABILITIES):
(a) arising under the Permits and Contracts of the US Vendor (other than the Contracts listed on Schedule 17 and the employment Contracts for Employees named in the Employment Letter who will not be Continuing Employees);
(b) expressly assumed by the US Purchaser or any other Relevant Purchaser (other than the Canadian Purchaser) elsewhere under this Agreement; or
(c) any other Liabilities of the US Vendor, but only to the extent that they are taken into account in the calculation of, or provided for in, the Net Asset Statement.
U.S. Assumed Liabilities. Buyer shall assume on the Closing Date all of the following liabilities, contracts, leases, permits, and collective bargaining agreements attributable to the U.S. Business, and thereafter shall promptly pay, perform and fully satisfy as and when due all of the aforesaid, including all liabilities and obligations of Seller, whether known, unknown, fixed or contingent arising under such contracts, leases, permits and collective bargaining agreements on and after the Closing Date (collectively, the "U.S. Assumed Liabilities"):
2.3.1 Assumed Contract, Lease and Permit Liabilities. All U.S. Contracts, U.S. Leases, and U.S. Permits, including all liabilities and obligations arising thereunder on and after the Closing Date.
U.S. Assumed Liabilities. Schedule 2.2 (a) is a list of the trade payables and other routine, current liabilities of CHC as of November 30, 2001. Subject to the terms and conditions of this Agreement, on the Closing Date, the US Buyer shall assume the trade payables and other routine, current liabilities and obligations of CHC incurred in the ordinary course of business and outstanding as of the Closing Date of the sort identified in Schedule 2.2(a) (the "US Assumed Liabilities"). Except for the US Assumed Liabilities, the US Buyer shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of the Sellers.