Transferred Entities definition

Transferred Entities means the entities set forth on Schedule 1.9.

Transferred Entities shall have the meaning set forth in Section 2.2(a)(ii).

Transferred Entities means the entities set forth on Schedule 1.5.

Examples of Transferred Entities in a sentence

• Except as set forth on Section 3.04 of the EDR Disclosure Letter, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Transferred Entities.

• Upon delivery of the Final Closing Statement, TKO will provide to the EDR Parties and their accountants and advisors reasonable access during normal business hours to the books and records, personnel accountants and other advisors of TKO, the Transferred Entities and the Businesses as reasonably requested by the EDR Parties and to the extent reasonably related to their evaluation of the Final Closing Statement and each of the components of the calculation of the Closing Adjustment Amount.

• Other than the Business Employees, there are no employees of the Transferred Entities or any member of the EDR Group whose services, duties, and/or responsibilities on behalf thereof primarily relate to the Businesses.

• The Final Closing Statement shall be prepared in accordance with the Accounting Principles; provided that no amount shall be included in the Final Closing Statement for changes in assets or liabilities of the Transferred Entities as a result of purchase accounting adjustments.

• Following the Closing, TKO shall retain all books and records with respect to Tax matters pertinent to the Transferred Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the applicable taxable period, and to abide by all record retention agreements entered into with any taxing authority.

More Definitions of Transferred Entities

Transferred Entities has the meaning set forth in the Recitals.

Transferred Entities means all of the direct Subsidiaries of Sellers and joint venture entities or other entities in which any Seller has an Equity Interest, other than the Excluded Entities.

Transferred Entities has the meaning set forth in the Separation Agreement.

Transferred Entities means any Person, where a majority of the equity interest of such Person is part of the Transferred Assets, and any Subsidiary of such Person.

Transferred Entities means (a) prior to consummation and completion of the Reorganization, Daravita and Alkermes Gainesville, or (b) from and after consummation and completion of the Reorganization, Newco and Alkermes Gainesville.

Transferred Entities shall have the meaning set forth on Exhibit A.

Transferred Entities means the entities set forth on Schedule 1.01(q) (including such entities as they may subsequently renamed, and including such entities’ successors and assigns).