Transfer Entities definition

Transfer Entities means those Persons wholly owned, directly or indirectly by Sprint and listed in Section 7.1(c) of the Sprint Disclosure Schedule as modified before the Closing in accordance with Section 3.2(b).
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Transfer Entities is defined in Exhibit A to the Transaction Agreement.
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Transfer Entities is defined in the recitals.
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Examples of Transfer Entities in a sentence

  • The limited liability company agreements governing each of the Transfer Entities are hereby amended to provide for the LLC as the sole Member and Manager for each of the Transfer Entities.

  • The contribution of the membership interest in each of the Transfer Entities shall be deemed a capital contribution of Contributor to LLC.

  • The LLC is the sole Member (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.

  • The LLC is the Manager (as defined in the applicable limited liability company agreements governing each of the Transfer Entities) for each of the Transfer Entities.

  • Except as specifically set forth in this Agreement, none of NewCo, NewCo LLC, Sprint Sub LLC or the Transfer Entities will have any actual or contingent liability after the Closing as a result of benefit plans, incentive plans or other material benefit arrangements that are sponsored or contributed to by Sprint or any of its Subsidiaries or that have ever been sponsored by or contributed to by any of the Transfer Entities.

  • From and after the contributions described in this Section 3.2(a), Sprint will cause the Transfer Entities and Sprint Sub LLC to be entities disregarded as separate from Sprint HoldCo LLC for U.S. federal income tax purposes until the consummation of the transactions described in Section 3.3.

  • LLC has been since its formation and each of the Transfer Entities will be, as of Closing, disregarded as an entity separate from its owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-2(c)(2).

  • The Transfer Entities own or possess, or at Closing will own or possess, all of the Governmental Licenses (other than the Sprint Licenses) that are necessary to enable it to carry on the business that relates to the Sprint Assets except where the failure to so possess would not reasonably be expected to result in a Sprint Material Adverse Effect.

  • There are no pending or, to the Knowledge of Sprint, threatened Proceedings alleging any material liability of, or material noncompliance by, the Transfer Entities under applicable Environmental Laws.

  • The Transfer Entities will be transferred free of cash and Indebtedness (including any Encumbrances related thereto), other than the Sprint Pre-Closing Financing assumed by Sprint Sub LLC in accordance with Section 1.2(a).


More Definitions of Transfer Entities

Transfer Entities is defined in Exhibit A to the Transaction Agreement. “Transferor” means any Person that Transfers Units.
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Related to Transfer Entities

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

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

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.