Retained Entity definition

Retained Entity means Seller Parent and each of its Subsidiaries not Related to the Business.
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Retained Entity shall have the meaning set forth in Section 6.04.
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Retained Entity means Glit/Gemtex, Ltd., a Canadian corporation.
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Examples of Retained Entity in a sentence

  • The New Diamond Employees who are employed by a New Diamond Entity immediately prior to the Separation shall be retained as employees of such entity, and the Retained Employees who are employed by a Retained Entity immediately prior to the Separation shall be retained as employees of such entity.

  • Nothing in this Section 4.6 shall require Onyx or any Retained Entity to disclose to any person any Tax Return filed by it or any material information Onyx or such Retained Entity otherwise deems confidential.

  • No later than immediately prior to the Separation, the employment of any New Diamond Employees who are employed by a Retained Entity shall be transferred to a New Diamond Entity, and the employment of any Retained Employees who are employed by a New Diamond Entity shall be transferred to a Retained Entity.

  • Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees.

  • For the avoidance of doubt, neither a holder of Debt Interests or Equity Interests in a CLO nor any Person (other than any CLO) to whom a Retained Entity (directly or indirectly) provides investment advisory or related services shall, as such, be a Person described in clause (b) of the immediately preceding sentence.

  • Seller shall cause any Retained Entity that is a party to a Severance Arrangement to transfer such agreement to a Transferred Entity, Buyer or a Designated Employing Entity, as directed by Buyer, to the extent that a Transferred Employee is party to such an agreement.

  • Each Debtor acknowledges that as of the date hereof and/or as of the Closing Date, it may owe certain amounts to a Transferor, a Retained Entity or a Transferred Winget Entity.

  • No later than the Relevant Closing Date, the Sellers shall cause each Transferred Entity that employs any Retained Employees to transfer the employment of all such Retained Employees to a Retained Entity.

  • The Retained Entity, the Canadian Retained Assets and the Canadian Retained Liabilities shall have been transferred.

  • Wxxxx Canada covenants and agrees to distribute the shares of the Retained Entity and any Canadian Retained Assets and Canadian Retained Liabilities to Katy immediately prior to the Closing Date.


More Definitions of Retained Entity

Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or indirectly, wholly or partially, by Winget or members of his family and which are listed on Exhibit D, and (y) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting business with the Venture Entities.
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Retained Entity means any one of such entities.
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Retained Entity for this purpose means Innovest Strategic Value Advisors, Inc. and KLD Strategic Research & Analytics, Inc.
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Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or ixxxxxxtly, wholly or partially, bx Xxxxet or members of his family and which are listed on Exhibit D, anx (x) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting bxxxxxxs with the Venture Entities.
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Related to Retained Entity

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

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

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

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

  • Company Subsidiary means any Subsidiary of the Company.

  • Released Entities means released entities as such term is defined

  • Approved Entity means a body corporate which, on the occurrence of the Takeover Event and thereafter, has in issue Approved Entity Shares.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • Company Group Member means each member of the Company Group.

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Sanctioned Entity means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

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

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Parent Subsidiary means any Subsidiary of Parent.

  • 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.

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • 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.

  • 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.

  • Restricted Entity means (a) the Borrower and (b) each Restricted Subsidiary.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.