New Entity Clause Samples
The "New Entity" clause defines how the rights and obligations under an agreement are affected if a new company or legal entity is formed by one of the parties. Typically, this clause outlines whether the new entity automatically assumes the original party's responsibilities or if consent is required for such a transfer. For example, if a party restructures its business and creates a subsidiary, the clause will clarify if the agreement continues with the new entity or remains with the original party. Its core function is to provide certainty and prevent disputes about contractual obligations in the event of corporate restructuring or the creation of new business entities.
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New Entity. The Company and the Holder acknowledge and agree that, in connection with the IPO, it is expected that the Company shall create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco’’), to undertake the IPO, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO (the “IPO Restructuring”).
New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
New Entity. The Parties will create a new limited liability company (“NewCo”), which will be initially owned 50% by MAGNEGAS and 50% by XXXX. A financial investor or any new partners may be added to expedite the NewCo start up, and any such additional partners may be issued membership an equal, proportional basis) NewCo interests held by MAGNEGAS and XXXX.
New Entity. Effective July 1, 2023, the Iowa Department of Human Services (DHS), listed as a party to this Contract, is hereby changed to a new entity, the Iowa Department of Health and Human Services (HHS). “
New Entity. 6 Non-citizen Assignee.....................................................................................6 Nonrecourse Built-in Gain................................................................................6
New Entity. New Entity agrees to indemnify in full the Company and the Company's officers, directors, employees, agents and stockholders who are not Lenders or their affiliates (collectively, the "Company Indemnified Parties") and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), whether or not actually incurred or paid (collectively, "Losses"), which the Company Indemnified Parties may suffer, sustain or become subject to, prior to the third anniversary of the Closing as a result of (i) any Prior Action; (ii) the failure to pay any Company Liability; (iii) the breach, inaccuracy or misrepresentation in any of the representations and warranties of the Lenders or New Entity contained in this Agreement or in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of the Indemnitors pursuant to the terms of this Agreement or Assumption Agreement or Satisfaction or otherwise referenced or incorporated in this Agreement (collectively, the "Related Documents"), or (iv) any breach of, or failure to perform, any agreement of the New Entity or Lenders contained in this Agreement or any of the Related Documents(in addition to any losses arising from the failure to pay any Liability).
New Entity. In addition to the other provisions herein, the Company and the Holder acknowledge and agree that, in connection with preparations for a Trigger Event, it is expected that the Company may create a new corporation in Cayman Islands (“Newco”), to undertake the Trigger Event, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the Trigger Event (the “Restructuring”).
New Entity. In addition to the provisions of Section 3(b), the Company and the Holder acknowledge and agree that, in connection with an IPO or a Fundamental Transaction, it is expected that the Company will create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO or Fundamental Transaction, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO or Fundamental Transaction (the “Restructuring”).
New Entity a. If before or during the Policy Period the Company acquires or creates a new Subsidiary or acquires an entity by merger or consolidation, coverage under this Policy will automatically apply to: (i) such new entity; (ii) such new entity’s subsidiaries; and (iii) such new entity’s and such new entity’s subsidiaries’ directors, officers, trustees and employees, but only with respect to Claims for Wrongful Acts taking place after such acquisition or creation.
b. However, if: (i) such newly acquired entity is a financial institution, healthcare entity or is publicly owned;