Newco Companies definition

Newco Companies means Newco and its Subsidiaries after giving effect to the Newco Contribution.
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Newco Companies has the meaning set forth in the preamble.
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Newco Companies means Newco and NFP Newco, collectively.
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Examples of Newco Companies in a sentence

  • Since the Applicable Date through the date hereof, neither Everest nor any of its Subsidiaries (with respect to the Newco Business) nor any of the Newco Companies has received any written notice or other written communication from any Governmental Body (i) regarding any actual or possible violation of, or failure to comply with, any Legal Requirement or (ii) that it is or has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Body.

  • The conduct of the Newco Business by Everest and its Subsidiaries (including the Newco Companies) is, and since the Applicable Date has been, in compliance with all applicable Legal Requirements, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Newco Material Adverse Effect.

  • As of the date of this Agreement, there is no material Order to which any of Everest or any of its Subsidiaries (relating to the Newco Business), any of the Newco Assets or any of the Newco Companies is subject.

  • As of the date of this Agreement, there is no material pending and served Legal Proceeding affecting Everest or any of its Subsidiaries (relating to the Newco Business), the Newco Assets or the Newco Companies or, to the Knowledge of Everest, any such pending but not served material Legal Proceeding, and, to the Knowledge of Everest, as of the date of this Agreement, no Person has threatened to commence any such material Legal Proceeding.

  • The representations and warranties by Everest and Newco contained in Article II constitute the sole and exclusive representations and warranties of Everest, the Newco Companies and their respective Representatives in connection with the Contemplated Transactions and each of Athena and Merger Sub understand, acknowledge and agree that all other representations and warranties of any kind or nature, whether express, implied or statutory, are specifically disclaimed by Everest and Newco.

  • The conduct of the Newco Business by Everest and its Subsidiaries (including the Newco Companies) is, and since the Applicable Date has been, in compliance with all applicable Environmental Laws, including holding, maintaining and complying with all Governmental Authorizations required by applicable Environmental Laws, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a NewcoMaterial Adverse Effect.

  • None of the Newco Companies has any obligation to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for Taxes payable pursuant to Section 409A of the Code.

  • There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to Everest or the Newco Companies within the six (6) months prior to Closing.

  • The conduct of the Newco Business by Everest and its Subsidiaries (including the Newco Companies) is, and since the Applicable Date has been, in compliance with all applicable Environmental Laws, including holding, maintaining and complying with all Governmental Authorizations required by applicable Environmental Laws, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Newco Material Adverse Effect.

  • The transactions contemplated by the Distribution Agreement shall have been consummated in accordance with and subject to the terms of this Agreement and the Distribution Agreement, and the Tax Matters Agreement, the Transition Services Agreement, the Cross-Supply Agreement and the Intellectual Property Matters Agreement each shall have been executed and delivered by the parties (other than Everest, Newco and the other Newco Companies) thereto.


More Definitions of Newco Companies

Newco Companies means Newco immediately after the Newco Distribution Time (as defined in Schedule 1) and those entities that immediately after the Newco Distribution Time will be Subsidiaries of Newco and (v) any reference to ESI and its Subsidiaries means ESI immediately after the ESI Distribution Time (as defined in Schedule 1) and those entities that immediately after the ESI Distribution Time will be Subsidiaries of ESI. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to an entity (or group of entities taken as a whole) means such state of facts, event, change or effect has had, or would reasonably be expected to have, a material adverse effect on the business, properties, results of operations or financial condition of such entity (or, if with respect thereto, of such group of entities taken as a whole), or on the ability of such entity (or group of entities) to consummate the transactions contemplated hereby, including the Pre-Distribution Transactions and the Distributions, or to perform its obligations under this Agreement, the Warrant, the Registration Rights Agreement, the Distribution Agreements, the Tax Allocation Agreement, the tax representation letters to be delivered in connection with the Distributions, the Employee Benefits Services and Liability Agreement, the Intellectual Property Agreements and such other agreements as are entered into to effect the Pre-Distribution Transactions (collectively, the "Reorganization Agreements") to which it is or will be a party. The Company hereby represents and warrants to Purchaser as follows:
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Newco Companies means Newco and its subsidiaries (determined after giving effect to the transactions contemplated by Article IV of this Restructuring Agreement).
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Related to Newco Companies

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Group Companies means the Company and its Subsidiaries.

  • Target Companies means the Company and its Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • 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.

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

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

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

  • Portfolio Companies means any Person in which any Fund owns or has made, directly or indirectly, an investment.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Parent Parties means Parent and Merger Sub.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Company Entities means the Company and the Company Subsidiaries.

  • PRC Companies means, collectively, all entities listed in Appendix A hereof, and each, a “PRC Company”.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Released Entities means released entities as such term is defined

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

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Peer Group Companies means the following companies: .