Examples of NewCo Entities in a sentence
IAC and NewCo shall, and shall cause the other IAC Entities and the other NewCo Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the Contribution Effective Time.
IAC and NewCo shall, and shall cause the other IAC Entities and the other NewCo Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Contribution Effective Time.
IAC, NewCo, and the other NewCo Entities shall cooperate with respect to any notification to appropriate governmental agencies of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.
To the extent that, from and after the Closing Date, Purchaser, the NewCo Entities or their Affiliates pay or discharge a Liability that is not an Assumed Liability but was assigned, transferred and conveyed to Purchaser (or an Affiliate of Purchaser) pursuant to this Agreement, Seller or one of its Affiliates shall promptly reimburse Purchaser, such NewCo Entity or such applicable Affiliate for any amount so paid or discharged.
Section 1.1 NewCo Entities................................................................................................................
From and after the Closing, Purchaser shall not, and shall cause each of the NewCo Entities not to, settle, compromise or consent to the entry of any Judgment in any Proceeding (in which indemnification could be sought by a Covered Person), unless such settlement, compromise or consent includes an unconditional release of such Covered Person from all Liability arising out of or relating to such Proceeding or such Covered Person otherwise consents in writing.
No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Purchaser or any of its Affiliates for which Seller or any of its Affiliates (other than, following the Closing, the NewCo Entities) would have any Liability.
To the extent reasonably requested in writing by Purchaser no later than ten (10) Business Days after the execution of this Agreement, Seller shall use commercially reasonable efforts to, prior to the Closing, cause the NewCo Entities to open and establish bank accounts in the jurisdictions in which the applicable NewCo Entity is expected to operate immediately following the Closing as referenced in the Master Step Plan.
The Purchase Price (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax purposes as of the Closing Date shall be allocated amongst the assets of the NewCo Entities and the Purchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.
To the extent permitted by law, this is intended to include but is not limited to the transfers contemplated in sections 4.2.2, 5.3, 5.4, and 6.7 of this Plan, and is intended to encompass (i) any transfer of Assets to the Liquidating Trust, (ii) any transfer by the Liquidating Trust in connection with liquidating and otherwise disposing of Assets and making Distributions to Holders of Allowed Claims, (iii) any transfer to NewCo Entities and (iv) any transfer required to implement this Plan.