Newco Entity definition

Newco Entity means TRMC Retail LLC.
Sample 1Sample 2Sample 3
Newco Entity means any (x) member of the NewCo Group (together with each current and former, direct or indirect, Subsidiary of any such member (and of any such former Subsidiary)) and (y) any former Subsidiary of Existing SLM, or line of business of a Subsidiary of Existing SLM, that was sold or otherwise disposed of prior to the Distribution Date. For purposes of this definition, all lines of business that are treated as “discontinued operations” in the consolidated financial statements of NewCo shall be deemed to have been part of a NewCo Entity. For purposes of this definition, no SLM BankCo Entity shall be considered a NewCo Entity. The Parties acknowledge that this term is defined differently in the Separation Agreement.
Sample 1Sample 2
Newco Entity means any Subsidiary of Newco immediately after the Effective Time.
Sample 1Sample 2

Examples of Newco Entity in a sentence

  • The terms and conditions of contracts between the importers and the expo rters and the eventual remittances in foreign countries are subject to such rest rictions and formalities as are laid down from time to time by the Import and Ex port Control and Exchange control in their respective jurisdiction which the imp orters and exporters must comply with.

  • The purchase and sale contract are only concluded as a result of a written order confirmation by EUROCERAS.

  • Xxxxxxx shall pay, and shall indemnify and hold Newco harmless from and against, without duplication, (a) all Xxxxxxx Taxes, (b) all Taxes incurred by Newco or any Newco Entity by reason of the breach by Xxxxxxx of any of its representations, warranties or covenants hereunder, and (c) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

  • Xxxxxxx and Newco shall take all actions necessary or appropriate to close the taxable year of Newco and each Newco Entity for all Tax purposes as of the close of the Closing Date to the extent permissible or required under applicable Law.

  • Newco shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Newco Business or any Newco Entity for any taxable period or a portion thereof ending on or before the Closing Date (the “Newco Separate Returns”) and Newco shall timely remit or cause to be remitted to the relevant Tax Authority any Taxes due in respect of such Newco Separate Returns.

  • Although among the Newco Entities only Newco and Apex shall be contractually bound by this Agreement, each other Newco Entity is an intended third party beneficiary of this Agreement.

  • Neither Xxxxxxx nor Newco shall, nor shall Xxxxxxx or Newco permit, any Xxxxxxx Entity or any Newco Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of Xxxxxxx Disqualifying Action and Newco Disqualifying Action, respectively.

  • Any tax sharing, tax allocation or similar agreement to which any Newco Entity, on the one hand, and the Company or any of its other Affiliates, on the other hand, are parties shall terminate and shall cease to have any effect as of the Closing Date; it being understood that this Section 4.14 shall not purport to terminate any tax sharing, tax allocation or similar agreement to which Reuters plc or any of its Affiliates is a party.

  • INFORMATION RELATING TO THE BANK The Bank is a public limited company registered in England and Wales under number 1026167.

  • Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Newco or any Newco Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

Related to Newco Entity

  • 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.”

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

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

  • SpinCo shall have the meaning set forth in the Preamble.

  • Foreign business entity means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

  • Group Business Entity means;

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • School entity means a school district, intermediate

  • Company Subsidiary means any Subsidiary of the Company.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Health care entity means any health care provider, health plan or health care clearinghouse.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.