Alliance Entities definition
Examples of Alliance Entities in a sentence
Each Party will be bound by customary covenants between the signing of the Strategic Alliance Entity Purchase Agreement and the Closing, including a covenant by Roivant to cause the Strategic Alliance Entities, the Option Entities, Alyvant or Datavant to operate their businesses in the ordinary course of business consistent with past practice (to the extent permissible under applicable law).
Roivant will contribute 100% of (i) its ownership interest in each of the Strategic Alliance Entities and (ii) the Contributed Assets (as defined below), to Strategic Alliance Holding Company.
None of the Alliance Entities are, and in the last three years have been, a government contractor.
There are no outstanding agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any Tax Returns or the payment by, or assessment against, any of the Alliance Entities for any Taxes.
The Administrative Agent and Lenders acknowledge that AROP has historically provided payment and other services for Borrower, its Subsidiaries and certain of the Additional Alliance Entities (“Payors”) for the account of such Payor.
The Service Standards will be reviewed from time-to-time by the Alliance and LabAlliance to ensure that they are consistent with changes in technology and needs of the Alliance Entities.
Alliance Entities are insured with reputable insurers against such risks and in such amounts as the management of Alliance reasonably has determined to be prudent and consistent with industry practice.
The minute books of each of the Alliance Entities contain accurate and complete records in all material respects of all meetings held of, and corporate action taken by, the shareholders and the Boards of Directors of the respective entities and no meetings of or actions by such shareholders or any such Boards of Directors have been held or taken for which minutes have not been prepared and are not contained in such minute books.
The parties shall cause the shareholders of the Global Alliance Entities to appoint, on the nomination of Greif, half of the individuals to serve on the Board of Directors of each of ChannelCo, AssetCo and KSA Hub and, on the nomination of NSC, the other half of the individuals to serve on the Board of Directors of each of ChannelCo, AssetCo and KSA Hub.
There are no Liens for any material amount of Taxes (other than a Lien for Taxes not yet due and payable or which are being contested in appropriate proceedings) on any of the Assets of any of the Alliance Entities.