PDL Entities definition

PDL Entities shall have the meaning set forth in the Separation Agreement.
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PDL Entities means PDL and each PDL Subsidiary (each, an “PDL Entity”).
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Examples of PDL Entities in a sentence

  • For the avoidance of doubt, the PDL Entities shall be entitled to utilize any Tax Attributes within a Joint Return without remuneration to any LENSAR Entity.

  • Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of the PDL Entities and the LENSAR Entities, and that each of the PDL Entities, and each of the LENSAR Entities should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law.

  • For the avoidance of doubt, the preceding sentence shall apply to all other agreements, whether or not written, in respect of any Tax between or among any PDL Entity or PDL Entities, on the one hand, and any LENSAR Entity or LENSAR Entities, on the other hand, which agreements shall be of no further effect between the parties thereto and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof.

  • All PDL Entities and LENSAR Entities shall prepare all Tax Returns in accordance the Allocation.

  • PDL and LENSAR desire to set forth their agreement on the rights and obligations of PDL and LENSAR and the PDL Entities and the LENSAR Entities, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

  • Except (a) as provided in the Tax Matters Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the PDL Entities and the LENSAR Entities shall retain all Records relating to the PDL Business and the LENSAR Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such Party and without regard to the Distribution or its effects) as in effect on the Distribution Date.

  • Each Insurance Policy owned or maintained by or on behalf of the PDL Entities that relates exclusively to (i) the LENSAR Business (“LENSAR Specific Policies”) shall be a LENSAR Asset and (ii) the PDL Business shall be a PDL Asset.

  • Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the PDL Entities and the LENSAR Entities in accordance with the Code, Treasury Regulations, and any other applicable Tax Law and permitted elections, methods or statements determined by PDL.

  • Except as may be otherwise provided in an Ancillary Agreement, the Partiesrecognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of the PDL Entities and the LENSAR Entities, and that each of the PDL Entities, and each of the LENSAR Entities should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law.

  • LENSAR shall indemnify and hold harmless PDL and the other PDL Entities against LENSAR Liabilities arising in connection with any Action, and PDL shall indemnify and hold harmless LENSAR and the other LENSAR Entities against PDL Liabilities arising in connection with any Action, in each case, in accordance with the indemnification provisions of Article V.

Related to PDL Entities

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

  • Company Entities means 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.”

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

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

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

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

  • Target Companies means the Company and its Subsidiaries.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • 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.

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

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

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

  • Released Entities means released entities as such term is defined

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Group Companies means the Company and its Subsidiaries.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • Sponsor Entities means (i) WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WildHorse Investment Holdings, LLC, Esquisto Investment Holdings, LLC, NGP IX Holdings, L.P., NGP X US Holdings, L.P., NGP XI Holdings, L.P., and CP VI Eagle Holdings, L.P. and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity, in each case, which owns or owned a direct or indirect interest in the Company; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Parent Parties means Parent and Merger Sub.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.