Consolidated Group means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated federal income Tax Returns and any similar group under state or local or non-U.S. law.
Contract means any agreement, arrangement, lease, license, contract, purchase order, commitment, note, bond, mortgage, indenture or other instrument or obligation, in each case whether written or oral.
control (and its correlative meanings controlling and controlled) means the possession, direct or indirect, or the power to direct or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Conveyance has the meaning set forth in Section 1.7(a). Variants of this term, such as Convey, will have correlative meanings.
Corporate Documents means, with respect to any entity, such entitys articles or certificate of incorporation, bylaws, memorandum and articles of association, limited liability company agreement or partnership agreement, as applicable, and any other organizational documents of such entity.
De Minimis Amount has the meaning set forth in Section 6.3(b)(i).
Deductible has the meaning set forth in Section 6.3(b)(ii).
Documents means all files, documents, instruments, papers, books, reports, records, tapes, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), Tax Returns and other Tax records, and other similar materials in each case whether or not in electronic form.
Draft Allocation Schedule has the meaning set forth in Section 2.6.
Employee Matters Agreement means that certain Employee Matters Agreement to be entered into by and among Schlumberger US, Schlumberger Canada and Liberty Parent as of the Closing containing terms and conditions consistent with the term sheet attached hereto as Exhibit C.
Environmental Law means any applicable federal, state, local or foreign statute, law, rule (including fundamental principles of common law), regulation, ordinance, code, judgment, settlement, order, or other legally enforceable approval, directive or requirement of any Governmental Authority relating to (a) pollution, (b) protection of the environment (including natural resources), human health or public or worker safety (to the extent such health or safety relate to exposure to Hazardous Substances), (c) the presence, Release or threatened Release of, or exposure to, Hazardous Substances, or (d) otherwise relating to the processing, use, treatment, storage, handling, transport or disposal, or arrangement for transport or disposal of Hazardous Substances.