Retained Entities definition
Examples of Retained Entities in a sentence
Each of SV, New Diamond, the New Diamond Entities, Onyx, its Designated Affiliates and the Retained Entities shall make their employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder.
Any Liabilities of the Retained Entities on account of the foregoing shall be deemed Indemnifiable Losses of the Company Indemnitees under Article V of this Separation Agreement.
Anything in any other agreement to the contrary notwithstanding, all liabilities and obligations between New Diamond, any New Diamond Entity or any member of the New Diamond Seller Group, on the one hand, and the Retained Entities, on the other hand, under any Tax allocation or Tax sharing agreement in effect prior to the Closing Date (other than this Separation Agreement) shall cease and terminate as of the Closing Date.
For the avoidance of doubt, the covenants of Onyx, its Designated Affiliates and the Retained Entities set forth in this Article IV shall apply to Onyx, its Designated Affiliates and the Retained Entities regardless of any post-Closing disposition of the Retained Entities by Onyx, its Designated Affiliates or any of their respective Subsidiaries or Affiliates.
Thereafter, neither New Diamond, Onyx, any of its Designated Affiliates nor any of the Retained Entities shall dispose of any such Tax Returns, books or records unless it first offers such Tax Returns, books and records to New Diamond or Onyx, as applicable and New Diamond or Onyx, as applicable fails to accept such offer within 60 days of its being made.