Retained Group Member definition

Retained Group Member means a member of the Retained Group;
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Retained Group Member means any corporation, partnership, joint venture, limited liability company, unincorporated association, trust or other entity within the Retained Group.
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Retained Group Member means each of the Seller and any Subsidiary from time to time of the Seller, but, for the avoidance of doubt, excluding all Acquired Group Members.
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Examples of Retained Group Member in a sentence

  • The Seller undertakes to the Purchaser that it shall (and shall procure that each Retained Group Member and each individual who is part of the Seller Deal Team shall) keep confidential the terms of this Agreement.

  • No Retained Group Member or Acquired Group Member was a member of a controlled group under Code Section 414(b) or (c) (“Controlled Group”) during any period in which any member of the Controlled Group incurred a withdrawal liability to a Multiemployer Plan or which incurred delinquent contributions to a Multiemployer Pension Plan, which withdrawal liability or delinquent contributions were not satisfied in full.

  • The terms of such amended Demutualisation Schemes (as they affect any Retained Group Member) shall be subject to the prior written consent of the Seller.

  • Seller hereby grants to Purchaser a [**], [**], [**], [**], [**]license to use Know How of the Seller and any Retained Group Member to develop, manufacture, import, export, distribute, sell, and use Products.

  • No liability shall arise in respect of any breach of any of the Warranties (other than the Tax Warranties) to the extent that allowance, provision or reserve in respect of such matter shall have been made in the Accounts or is reflected in the Accounts as a Tax liability to be borne or discharged by a Retained Group Member (and is so borne or discharged) or has otherwise been taken account of or reflected in the Accounts.

  • With respect to events or circumstances relating to a Group Member that occurred or existed prior to Completion that are covered by an insurance policy issued by a third party and in the name of a Retained Group Member (a “Relevant Group Policy”), the Purchaser or a Group Member may following Completion make a claim under such policy.

  • After Completion, except as otherwise provided herein or in any Transaction Documents (or as otherwise already agreed or agreed between the relevant Group Member or Retained Group Member after Completion), all trading or dealings between Group Members and Retained Group Members shall be on arms length terms and payment or reimbursement therefor shall be made on 30 day payment terms.

Related to Retained Group Member

  • Retained Group means, in respect of each Seller, that 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 (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • 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.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

  • Partnership Group Member means any member of the Partnership Group.

  • Group Member means a member of the Partnership Group.

  • Controlled Group Member means each trade or business (whether or not incorporated) which together with the Borrower is treated as a single employer under Sections 4001(a)(14) or 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

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

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

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

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

  • Group Members the collective reference to the Borrower and its Subsidiaries.

  • 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.

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

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

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

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

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

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.