Retained Companies definition

Retained Companies means the Partnership, Partnership GP and all of the Midstream Companies.

Retained Companies means Seller and all of the direct and indirect Subsidiaries of Seller, other than the Group Companies.

Retained Companies shall have the meaning ascribed to such term in the ATLS Merger Agreement except that for purposes of this Agreement, such term shall also include each Retained Company’s successors.

Examples of Retained Companies in a sentence

• Accordingly, Xxxxx acknowledges that, without limiting the generality of Section 3.23(a), except for the representations and warranties in Article III, the other Transaction Documents or the certificate delivered pursuant to Section 8.02(d), none of Seller or the Retained Companies nor any of their respective Representatives have made any representation or warranty with respect to such projections and other forecasts and plans.

• The parties hereto acknowledge and agree that the Retained Marks, together with any goodwill associated therewith, are solely owned by the Retained Companies.

• Seller shall use commercially reasonable efforts to terminate (effective as of Closing) the Group Companies’ membership in any combined, consolidated, unitary, or similar tax groups that include any Group Companies, on the one hand, and any Retained Companies, on the other hand (and, to the extent not terminated by Closing, the Parties shall use commercially reasonable efforts to cooperate to give effect to any such terminations as soon as permissible under any applicable Law).

• The rights and obligations created by this Section 10.15 shall apply to all Information as to which the Retained Companies or the Group Companies would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”).

• The R&W Insurance Policy shall provide that the insurers named therein (the “R&W Insurer”) shall have no right of subrogation against the Retained Companies, and the R&W Insurer has waived any such right of subrogation, except in the case of Fraud.

More Definitions of Retained Companies

Retained Companies means each of the members of the Seller Group, other than the Acquired Companies.

Retained Companies means Southern Color N.A., Inc., Excalibur Realty Company, Excalibur Realty UK Limited and Chillihurst Limited.

Retained Companies is defined in Section 12.01(b). "Retained Plans" is defined in Section 3.01(O)(i). "Retained Subsidiaries" is defined in Section 12.01(c). "Review Cut-off Time" is defined in Section 8.04. "School" is defined in the recitals to this Agreement. "School Distribution" is defined in the recitals to this Agreement. "School Distribution Agreements" is defined in the recitals to this Agreement. "SEC" means the Securities and Exchange Commission. "Securities Act" is defined in Section 3.01(c)(ii). "Security" means at any time Equity Securities and any shares of any class of capital stock of the Company. "Shares" is defined in Section 1.01. "Special Warrants" is defined in the recitals to this Agreement. "Special Warrant Shares" means shares of Common Stock issuable upon exercise of the Special Warrants. "Subscription Notice" is defined in Section 5.01. "Subsidiary" means, as to any Person, any corporation at least a majority of the shares of stock of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors of such corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. "Superior Proposal" is defined in Section 8.02(b). "Tax Allocation Agreement" is defined in the recitals to this Agreement. "Tax Returns" is defined in Section 3.01(n)(i). "Taxes" is defined in Section 3.01(n)(i). "Technology" is defined in the recitals to this Agreement. "Technology Distribution" is defined in the recitals to this Agreement. "Technology Distribution Agreement" is defined in the recitals to this Agreement. "Tender Offer" is defined in the recitals to this Agreement. "Tender Offer Statement" is defined in Section 8.07(b). "Termination Fee" is defined in Section 13.09(b). "Total Voting Power" means at any time the total combined voting power in the general election of directors of all the Voting Securities then outstanding. "Transactions" means the execution, delivery and performance of each Transaction Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Distributions, B-38

Retained Companies means Colt and its Subsidiaries as of immediately prior to the Closing, other than the PLG Subsidiaries.

Retained Companies shall have the meaning set forth in Section 4.01 of the Merger Agreement.

Retained Companies means Seller Parent and all of its Subsidiaries other than the Group Companies.

Retained Companies is defined in Section 12.01(b).