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

  • Each of SV, New Diamond, the New Diamond Entities, Onyx, its Designated Affiliates and the Retained Entities shall make their employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder.

  • 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.

  • 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”).

  • 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").

  • 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.

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, collectively, Seller and all Seller Subsidiaries.