International Entities definition

International Entities means those Persons which own, or have any rights to or interest in (direct or indirect), the International Assets. Within 180 days following the Closing Date, Parent shall (i) draft a schedule (the "Allocation Schedule") allocating the Modified Adjusted Deemed Sales Price (as defined in Section 1.338(h)(10)-1(f) of the Treasury regulations), and the Adjusted Deemed Sales Price (as defined in Section 1.338- 3(d) of the Treasury Regulations for the International Entities for which Section 338(h)(10) Elections or Section 338(g) elections will be among the International Assets and (ii) deliver such Allocation Schedule to NGC. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338 of the Code and the Treasury regulations thereunder. Each of Parent, on the one hand, and NGC (upon its consent to the Allocation Schedule, which consent shall not be unreasonably withheld) on the other hand, shall report the transactions contemplated hereby, and file all Tax Returns (as defined below), in each case, for federal, state, local and foreign Tax purposes in accordance with the Allocation Schedule. NGC represents and warrants that it will make joint Section 338(h)(10) Elections with Dow for the International Entities that are U.S. corporations and will file Section 338(g) elections only for those International Entities designated by Parent. Parent represents and covenants that it will not file, or permit to be filed by any affiliate, Section 338(g) Elections except for those International Entities designated for such Elections pursuant to the preceding sentence.
View Source
International Entities means the entities listed on Schedule 1B.
View Source

Examples of International Entities in a sentence

  • TWO: “THE PARTIES” agree to conduct “THE PROTOCOL” in accordance with the Guidelines of Good Clinical Practice of the International Conference on Harmonisation (ICH) and the provisions of the General Health Act for Clinical Research and all applicable laws of National and International Entities that may apply to “THE PROTOCOL”.

  • Buyer further acknowledges that, except as otherwise expressly provided in Article 3, no Person makes any representation or warranty with respect to any of the International Entities or any Contract, arrangement, encumbrance, liability or other obligation which relates to any of the International Entities.

  • Upon completion of the Phase II Merger, all of the interests owned by LMC and its Controlled Affiliates in the International Entities as of the date of the Parents' Agreement (other than the interests owned indirectly by LMC and its Controlled Affiliates through Persons that are not Controlled Affiliates of LMC), will be owned directly or indirectly by NPAL.

  • As of the Closing ------------------------------------------- Date hereof, the ownership by Excite Holdings of the capital stock of each of the At Home International Entities is as set forth in Section 5.02(c)(i) of the At Home Disclosure Schedule.

  • SVG shall give ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ thirty (30) days prior written notice of any intention to file an election under Section 338(g) of the Code with respect to any of the SEG International Entities.

  • International, conflict with, result in any breach of, constitute a default (or event with which the giving of notice or lapse of time or both, would become a default) under, require any consent under, or give to others any rights or result in any loss of rights (including, without limitation rights upon a change of control) pursuant to, any material contract, agreement or arrangement by which At Home or Excite Holdings or any of the At Home International Entities is bound.

  • Copies of all such minute books and of the stock register of each of the At Home International Entities in At Home's possession and of all other material legal and financial information related to the At Home International Entities and the conduct of their business in At Home's possession (collectively, the "At Home ------- Material Documents") have been provided to UPC.

  • None of the Phase II Merger Company, the Phase II Merger Company Subsidiaries or their respective assets, properties or businesses, are subject to any judgment, writ, injunction or decree of any court, governmental agency or arbitration tribunal, except that no representation or warranty is made herein as to the assets, properties or businesses of the International Entities or the International Holding Companies.

  • In addition, all accounts receivable in the SEG International Entities shall have been transferred to ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ that is not an SEG Entity.

  • Except as set forth in Section ----------------------------- 5.01(l) of the At Home Disclosure Schedule or as contemplated hereby, there are no material commitments (whether such commitments arise out of legal agreements, resolutions or otherwise) of At Home or its Subsidiaries to fund, capitalize, make loans to, or guaranty obligations of, the At Home International Entities.

Related to International Entities

  • Regional Entity shall have the same meaning specified in the Operating Agreement.

  • International means a telecommunications service that originates or terminates in the United States and terminates or originates outside the United States, respectively. United States includes the District of Columbia or a U.S. territory or possession.

  • Educational entity means a public school, a charter

  • international voyage means a voyage from a country to which the present Convention applies to a port outside such country, or conversely.

  • international carriage means any carriage in which, according to the contract of carriage, the place of departure and the place of destination are situated in two different States, or in a single State if, according to the contract of carriage or the scheduled itinerary, there is an intermediate port of call in another State;