Transferred Corporation definition

Transferred Corporation shall have the meaning given to such term in Treasury Regulation (S) 1.367(a)-3(d)(2)(ii).
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Transferred Corporation as defined in Section 4.1.25
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Transferred Corporation means Holdco; (iii) "Other LLC Entities" shall mean SouthRidge Professional Plaza, LLC, and Xxxxx Surgical Center, LLC, (each an "Other LLC Entity"). (Xxxxx City ASC, LLC, and Other LLC Entities are sometimes collectively referred to in this 4.1.25 and Section 5.1.4 as the "LLC Entities." Except as set forth on Schedule 4.1.25:
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Examples of Transferred Corporation in a sentence

  • PHC will include the income of the Transferred Corporation (including any deferred income triggered into income by Treas.

  • Parent shall reimburse Buyer for Taxes of the Transferred Corporation with respect to such periods within fifteen (15) days after payment by Buyer or its Affiliates to the extent such Taxes are not reflected in Taxes payable (rather than in any general Tax reserve or any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet as of the Closing Date.

  • Parent shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Transferred Corporation for all periods ending on or prior to the Closing Date which are due after the Closing Date.

  • Buyer shall provide (or shall cause its Subsidiaries to provide) (i) cooperation in the preparation and filing of such Tax Returns, which shall include reasonable access to the books and records of its Subsidiaries, and (ii) such powers of attorney or other instruments as are necessary to file such Tax Returns (including, if necessary, causing an appropriate authorized officer of the Transferred Corporation to sign the return).

  • Except to the extent required by law, Parent will not cause any Tax item or attribute of the Transferred Corporation to be carried back from a tax period beginning after Closing to a tax period ending on or before the Closing without the express written permission of Buyer.

  • All Tax allocation, sharing agreements or similar agreements with respect to or relating to the Transferred Corporation or (to the extent Parent or any of Parent's Subsidiaries is a party to such Agreement) LLC Entity shall be terminated as of the Closing Date and, after the Closing Date, the Transferred Corporation or LLC Entity shall not be bound thereby or have any liability thereunder.

  • The term “Transferred Corporation Participant Beneficiary” means each dependent, beneficiary, alternate payee, and alternative recipient, as applicable, of a Transferred Corporation Participant who was due benefits under the BW Excess Plan with respect to the Transferred Corporation Participant as of the effective time of the Spin-Off.

  • No Transferred Corporation has, for the period from September 30, 2015 to the date hereof, received written notice that any Governmental Authorization constituting a Transferred Asset or held by a Transferred Entity is not in full force and effect (other than any such notice regarding a Governmental Authorization that is in full force and effect as of the date hereof), and no claim or Proceeding is pending, or to the Knowledge of Seller, threatened to revoke or limit any such Governmental Authorization.

  • For purposes of this Section 4.1.25 and Section 5.4, (i) "Transferors" shall mean PHC Holdings, PHC - Salt Lake, PHC - Jordan, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx-PHC, Xxxxxxxxxx Pioneer, PHC Utah, Clinicare and PVHP (each a "Transferor"); (ii) "Transferred Corporation" shall mean Holdco; (iii) "Other LLC Entities" shall mean SouthRidge Professional Plaza, LLC, and Xxxxx Surgical Center, LLC, (each an "Other LLC Entity").

  • Not later than fifteen days after the Closing Date, Buyer shall take all action necessary to change the corporate name of any Transferred Corporation to a name dissimilar to "Sanifill"; and following the expiration of the periods set forth herein, Buyer will discontinue its limited uses of the name "Sanifill" and the related intellectual property rights permitted hereunder.


More Definitions of Transferred Corporation

Transferred Corporation as defined in Treasury Regulations Section1.367(a)-3(d)(2)(ii).
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Related to Transferred Corporation

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

  • Related Corporation means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

  • Affiliated Corporation means any corporation that is either a parent corporation with respect to the Company or a subsidiary corporation with respect to the Company (within the meaning of Sections 424(e) and (f), respectively, of the Internal Revenue Code).

  • Company Subsidiary means any Subsidiary of the Company.

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

  • Controlled Company means a company having not more than fifty members and controlled, in the manner described by section 139, by not more than five persons;

  • Company Employee means an employee of the Company or any of its Subsidiaries.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

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

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Company Employee Benefit Plan means each Employee Benefit Plan that is maintained, sponsored or contributed to (or required to be contributed to) by any of the Group Companies or under or with respect to which any of the Group Companies has any Liability.

  • Owned Company IP means the Intellectual Property that is owned by Company or any of its Subsidiaries.

  • 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 Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Participating Corporation means any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • Business Employee means any individual employed by Seller in or in connection with the Business.

  • Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Benefit Plan Entity shall have the meaning assigned to such term in Section 3.9.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Publicly traded corporation means any Person other than an individual that is organized under the laws of and for which its principal place of business is located in one of the states or territories of the United States or District of Columbia or another country that authorizes the sale of marijuana that:

  • Transferred Employee has the meaning set forth in Section 6.01(a).