Retained Entity definition

Retained Entity means Seller Parent and each of its Subsidiaries not Related to the Business.
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Retained Entity means Glit/Gemtex, Ltd., a Canadian corporation.
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Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or indirectly, wholly or partially, by Winget or members of his family and which are listed on Exhibit D, and (y) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting business with the Venture Entities.
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Examples of Retained Entity in a sentence

  • No later than immediately prior to the Separation, the employment of any New Diamond Employees who are employed by a Retained Entity shall be transferred to a New Diamond Entity, and the employment of any Retained Employees who are employed by a New Diamond Entity shall be transferred to a Retained Entity.

  • The New Diamond Employees who are employed by a New Diamond Entity immediately prior to the Separation shall be retained as employees of such entity, and the Retained Employees who are employed by a Retained Entity immediately prior to the Separation shall be retained as employees of such entity.

  • Nothing in this Section 4.6 shall require Onyx or any Retained Entity to disclose to any person any Tax Return filed by it or any material information Onyx or such Retained Entity otherwise deems confidential.

  • Each of Onyx, its Designated Affiliates and the Company shall be entitled to any refund of (or credit of or against) Taxes to the extent that such refund (or credit) relates to a Tax that is the responsibility of Onyx, its Designated Affiliates, any Retained Entity or the Company under this Section 4.1(b), except for refunds (or credits) to which New Diamond may be entitled under Section 4.1(a).

  • Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees.

  • No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity.

  • Where the Parties agree that it will assist the Parties to satisfy the Collective Labor Obligations, relevant Buyer personnel shall at Buyer’s expense attend meetings with employees, employees’ representatives, staff associations, works councils, health and safety committees, trade unions, or labor boards, upon request of Sellers, and Sapphire shall and shall cause any Seller to Retained Entity to grant access to such Buyer personnel to its or their premises for such purpose.

  • If, for any state, local or foreign Income Tax purposes, any Taxable period of any Retained Entity includes but does not end on the Closing Date (any such period, a “Straddle Period”), Income Taxes, if any, attributable to such Straddle Period shall be allocated to (A) New Diamond and SV for the portion of such Straddle Period up to and including the Closing Date, and (B) Onyx for the portion of such Straddle Period subsequent to the Closing Date.

  • Seller shall cause any Retained Entity that is a party to a Severance Arrangement to transfer such agreement to a Transferred Entity, Buyer or a Designated Employing Entity, as directed by Buyer, to the extent that a Transferred Employee is party to such an agreement.

  • The Retained Entity shall have contributed the Retained Interest to Purchaser pursuant to the Retained Interest Assignments, and if required, Harsimus shall have consented thereto.


More Definitions of Retained Entity

Retained Entity shall have the meaning set forth in Section 6.04.
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Retained Entity has the meaning set forth in the recitals.
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Retained Entity for this purpose means Innovest Strategic Value Advisors, Inc. and KLD Strategic Research & Analytics, Inc.
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Retained Entity means any one of such entities.
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Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or i▇▇▇▇▇▇tly, wholly or partially, b▇ ▇▇▇▇et or members of his family and which are listed on Exhibit D, an▇ (▇) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting b▇▇▇▇▇▇s with the Venture Entities.
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Related to Retained Entity

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Affiliate means any Affiliate of Seller.