Newco Canada Exchangeco Liabilities definition

Newco Canada Exchangeco Liabilities means the obligations, liabilities and commitments of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan listed under such heading in Exhibit A.
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Newco Canada Exchangeco Liabilities has the meaning given to such term in the Contribution and Distribution Agreement.
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Newco Canada Exchangeco Liabilities means all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising out of or primarily relating to the Newco Canada Exchangeco Assets, the Newco Business or the operation or conduct of the Newco Business prior to, on or after the Closing Date, excluding the Canadian Retained Liabilities, which Newco Canada Exchangeco Liabilities shall include (in each case, other than the Canadian Retained Liabilities):
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Examples of Newco Canada Exchangeco Liabilities in a sentence

  • Weyerhaeuser may redact such portions of any books and records (including any Records and Transferred Records) that do not relate to the Newco Assets, the Newco Canada Exchangeco Assets, the Newco Liabilities, the Newco Canada Exchangeco Liabilities or the Newco Business.

  • In addition, if the Newco Canada Exchangeco Assets and the Newco Canada Exchangeco Liabilities shall be transferred to or assumed by a subsidiary of Newco Canada Exchangeco pursuant to Section 2.07, such subsidiary shall guarantee (jointly and severally with Spinco and Newco) the due and complete performance by Newco Canada Exchangeco of its obligations under Section 4.05(a).


More Definitions of Newco Canada Exchangeco Liabilities

Newco Canada Exchangeco Liabilities means all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising out of or primarily relating to the Newco Canada Exchangeco Assets, the Newco Business or the operation or conduct of the Newco Business prior to, on or after the Closing Date, excluding the Canadian Retained Liabilities, which Newco Canada Exchangeco Liabilities shall include (in each case, other than the Canadian Retained Liabilities): (i) all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan under the Transferred Contracts and the Transferred Permits; (ii) all accounts payable and accrued liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan solely arising out of the operation or conduct of the Newco Business; (iii) all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising out of or primarily relating to any and all products manufactured or sold by the Newco Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims relating to such products; (iv) all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan arising as a result of at any time being the owner, lessee or occupant of, or the operator of the activities conducted at, the Transferred Real Property; (v) all Environmental Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan at any time arising out of or primarily relating to the operation or conduct of the Newco Business or the ownership of, or activities conducted at, the Transferred Real Property; (vi) all Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan in respect of any suit, action or proceeding (a “Proceeding”), pending or threatened, and claims, whether or not presently asserted, at any time arising out of or primarily relating to the operation or conduct of the Newco Business; (vii) all employment and employee benefit-related Liabilities of each of Weyerhaeuser Canada and Weyerhaeuser Saskatchewan with respect to Transferred Employees and their dependents and beneficiaries (regardless of when or whether such Liabilities arose, arise, were or are ...
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Related to Newco Canada Exchangeco Liabilities

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

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

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

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

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

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

  • Assumed Obligations has the meaning specified in Section 2.2.

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

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • MergerSub has the meaning set forth in the preamble hereto.

  • 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.

  • DPWH means the Department of Public Works and Highways of the Government of the Philippines.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing:

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Tax Liabilities means all liabilities for Taxes.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Covered Liabilities as defined in Subsection 11.23.

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.