Continuing Affiliate definition

Continuing Affiliate means any Affiliate of Seller, other than the Company and the Subsidiaries but including, without limitation, UTC.

Continuing Affiliate means any Affiliate of Abbott after the Closing; it being agreed and understood that any Acquired Company and any Acquired Company Subsidiary for which legal title to its Securities shall transfer to New Mylan or one of its Affiliates following the Closing pursuant to a Delayed Reorganization Closing shall not be considered Continuing Affiliates.

Continuing Affiliate means MEI, Sub and any other direct or indirect Subsidiary of MEI other than the Company and the Transferred Subsidiaries.

Examples of Continuing Affiliate in a sentence

• Each and every Affiliate Agreement and Affiliate Obligation, other than the Continuing Affiliate Agreements, shall have been canceled and released as of the Closing Date.

• Except as disclosed in Section 3.5 of the Diageo Disclosure Schedule, none of the material properties owned or leased by any Business Entity or by Diageo or any of the Continuing Affiliates is shared by any Business Entity, on the one hand, and the other businesses, divisions or Subsidiaries of Diageo or any Continuing Affiliate, on the other hand.

• At the Closing, except as expressly provided for in this Agreement, the Transition Services Agreement or the Distributor Agreement and except for the Continuing Affiliate Contracts, all products and services provided to the Acquired Business by the Seller or any of its Affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate.

• Woods Rogers, PLC has also represented several limited liability companies whose members include Burress Shareholders and which are parties with Burress to certain of the Continuing Affiliate Agreements.

• Except as described in Section 3.15 of the Nestle Disclosure Schedule, and except for agreements or transactions entered into in the ordinary course of business on terms not materially less favorable than those available from non-Affiliated parties, the NICC Entities have not been a party over the past 12 months to any transaction or agreement with Nestle or any Continuing Affiliate.

More Definitions of Continuing Affiliate

Continuing Affiliate means an Affiliate of Repap other than Repap USA and the Subsidiaries.

Continuing Affiliate means any Affiliate of Seller, other than the Company and the Subsidiaries.

Continuing Affiliate means any Affiliate of Nestle, other than an NICC Entity and, after the Effective Time, other than New Dreyer's and its Subsidiaries.

Continuing Affiliate means any Affiliate of Diageo, other than a Business Entity.

Continuing Affiliate means Seller, AIHL, Blackwatch, Lawvest or any of their respective corporate Affiliates (other than the Companies, Tomcan, Parent and their respective subsidiaries). "Controlled Group Liability" shall have the meaning set forth in Section 6.2(f) hereof. "Covered Losses" shall mean any and all debts, losses, liabilities, claims, fines, royalties, deficiencies, damages, obligations, payments (including, without limitation, those arising out of any demand, assessment, settlement, judgment or compromise relating to any Action), costs and expenses (including, without limitation, interest and penalties due and payable with respect thereto and reasonable attorneys' and accountants' fees and any other out-of- pocket expenses incurred in investigating, preparing, defending, avoiding or settling any Action or in enforcing another party's obligations hereunder), including, without limitation, any of the foregoing arising under, out of or in connection with any Action, order or consent decree of any Governmental Authority or award of any arbitrator of any kind, or any law, rule, regulation, contract, commitment or undertaking. "Determination" shall have the meaning set forth in Section 7.8(a) hereof. "Encumbrance" shall mean any mortgage, pledge, lien, easement, restrictive covenant, right of way, lease, purchase agreement, option, security interest or other encumbrance and agreement. 6

Continuing Affiliate means Seller, AIHL or any of their respective corporate Affiliates (other than (i) the Company and the Subsidiaries and (ii) Parent and its subsidiaries).

Continuing Affiliate means any Affiliate of Elan that will continue to be an Affiliate of Elan after the Effective Time.