Orthodontic Entity Related Liabilities definition

Orthodontic Entity Related Liabilities shall have the meaning set forth in SECTION 9.7(b).
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Examples of Orthodontic Entity Related Liabilities in a sentence

  • Notwithstanding anything contained herein to the contrary, Apple shall not be obligated to sell the Purchase Assets to the Orthodontic Entity if the Orthodontic Entity is not able to pay the Purchase Price in cash and assume the Orthodontic Entity Related Liabilities at the Purchase Closing.

  • For example, a judge who encounters a claim term while reading a patent might consult a general purpose or specialized dictionary to begin to understand the meaning of the term, before reviewing the remainder of the patent to determine how the patentee has used the term.

  • Subject to the conditions set forth below, at the Purchase Closing, Apple shall transfer and assign the Purchase Assets to the Orthodontic Entity, and in consideration therefor, the Orthodontic Entity shall (a) pay to Apple an amount in cash equal to the Fair Market Value of the Purchase Assets as of the Purchase Closing and (b) assume the Orthodontic Entity Related Liabilities.

  • The Orthodontic Entity shall, and shall use its best efforts to cause each shareholder of the Orthodontic Entity to, execute such documents or instruments as may be necessary to cause the Orthodontic Entity to assume the Orthodontic Entity Related Liabilities and to release Apple from any liability or obligation with respect thereto.

Related to Orthodontic Entity Related Liabilities

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • related liabilities means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets and liabilities that are secured by financial assets;

  • Subordinated Liabilities means liabilities subordinated to the Borrower's obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

  • Federally related transaction means any real estate related

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Company Related Parties means, collectively, the Company and the Company Subsidiaries and any of their respective former, current or future stockholders, managers, members, directors, officers, employees, agents, advisors, other representatives or successors or assignees of any of the foregoing.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Seller Related Party means Seller and its officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Company Related Party means the Company and its Subsidiaries and any of their respective former, current and future officers, employees, directors, partners, shareholders, management members or Affiliates (excluding any Parent Related Party).

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Commonly Controlled Entity an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Group Business Entity means;

  • Parent-subsidiary relationship means a relationship that exists when one corporation directly or indirectly owns shares possessing more than 50 percent of the voting power of another corporation.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Released Entities means released entities as such term is defined

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