ST Transferred Entities definition
Examples of ST Transferred Entities in a sentence
As of the Closing Date, the Intel Transferred Entities shall employ only Intel Transferred Employees, and the ST Transferred Entities shall employ only ST Transferred Employees.
No issues have been raised in any audits, examinations or disputes pertaining to the ST Transferred Entities that can reasonably be expected to be raised in similar examinations following the Closing.
Newco shall prepare or cause to be prepared all Tax Returns with respect to the ST Transferred Assets and the ST Business for the Post-Closing Tax Period and of the ST Transferred Entities for taxable periods ending after the Closing Date.
None of the ST Transferred Entities is liable for Taxes of any other Person.
Any payment made by Newco to ST shall be made on behalf of Newco and its Subsidiaries and shall be for the benefit of ST and its Subsidiaries (other than the ST Transferred Entities).
Property Taxes with respect to the ST Transferred Assets other than those owned by the ST Transferred Entities shall be allocated similarly.
Each of ST, its Affiliates and the ST Transferred Entities is in compliance with each ST Tax Agreement in all material respects, and no Governmental Authority has claimed or is expected to claim that any material breach of a ST Tax Agreement has occurred.
Without limiting the foregoing, Newco shall forward to ST, immediately upon receipt thereof, any payments of Pre-Closing Accounts Receivable of ST or any of its Subsidiaries (other than Third Party A/R Owed to ST Transferred Entities), and ST shall forward to Newco, immediately upon receipt thereof, any payments of Post-Closing Accounts Receivable of Newco or any of its Subsidiaries unless otherwise set forth in the ST Transition Services Agreement.
To the Knowledge of ST, there is no basis for the assertion by a taxing authority of a material Tax deficiency against the ST Transferred Entities.
As of the Closing, all of the ST Transferred Interests shall have been duly authorized, validly issued, fully paid and non-assessable, shall have been issued in material compliance with all Applicable Laws and shall have been issued in compliance with all applicable preemptive rights created by statute, the charter or other governing instruments of the ST Transferred Entities and any agreement to which such ST Transferred Entities are bound or by which their properties or assets are bound.