New Diamond Entities definition

New Diamond Entities means each of the entities set forth on Schedule 1.5 of this Separation Agreement.
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New Diamond Entities has the meaning given to it in the Separation Agreement.
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Examples of New Diamond Entities in a sentence

  • If this standard should change, the successful vendor shall adopt the new standard at no cost to the Department.

  • On any Tax Return and in any Tax Proceeding, none of (x) Onyx, the Company, their Designated Affiliates and the other Retained Entities nor (y) SV, New Diamond, their Designated Affiliates and the New Diamond Entities shall take any position inconsistent with or represent that the Retained Business Allocation is not correct, unless otherwise required to do so as a result of a determination (as defined in Section 1313(a) of the Code or any similar state or local tax provision) (a “Determination”).

  • By virtue of the New Diamond Asset Transfer and the Post-Standalone Drug Sale Cash Sweep, pursuant to this Separation Agreement, after the Closing, New Diamond will directly or indirectly own all of the capital stock of the New Diamond Entities and the Assets of such entities (other than the Retained Assets) as well as other Assets, including the New Diamond Proprietary Name Rights, and such Assets of the New Diamond Entities will be considered New Diamond Assets for purposes of this Separation Agreement.

  • New Diamond shall, and shall cause the New Diamond Entities to, take all actions reasonably necessary to facilitate Onyx’s and the Company’s exercise of their rights under this Article IV in respect of the New Diamond Entities, including conducting Tax Proceedings.

  • New Diamond shall, and shall cause the New Diamond Entities to, take all actions reasonably necessary to facilitate Onyx's and the Company's exercise of their rights under this Article IV in respect of the New Diamond Entities, including conducting Tax Proceedings.

  • On any Tax Return and in any Tax Proceeding, none of (x) Onyx, the Company, their Designated Affiliates and the other Retained Entities nor (y) SV, New Diamond, their Designated Affiliates and the New Diamond Entities shall take any position inconsistent with or represent that the Retained Business Allocation is not correct, unless otherwise required to do so as a result of a determination (as defined in Section 1313(a) of the Code or any similar state or local tax provision) (a "Determination").

Related to New Diamond Entities

  • Operating Partnership has the meaning set forth in the preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

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

  • Company Entities means the Company and the Company Subsidiaries.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Parent Parties means Parent and Merger Sub.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Dte. GHS means Directorate General and Health Services, MOH&FW.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.