Transferred Entity definition

Transferred Entity means Spinco or any Subsidiary of Spinco immediately before the Distribution.

Transferred Entity shall have the meaning set forth in Section 2.2(a)(i).

Transferred Entity has the meaning ascribed to such term in Section 4(b).

Examples of Transferred Entity in a sentence

• Each Business Employee who accepts an offer (including for the avoidance of doubt an offer made under this Section 7.02(a), Section 7.02(c)(iii), or Section 7.02(d)(iii)) and who commences employment with TKO or one of its Affiliates on the Closing Date, and any Business Employee who automatically transfers to TKO or its Affiliates (including as a result of being employed by a Transferred Entity at Closing or otherwise by operation of Law), shall be a “Transferred Employee”.

• In no event will any TKO Indemnified Party be entitled to make any indemnification claim in respect of (i) contingent liabilities in respect of Taxes, or (ii) Taxes attributable to a third-party claim prior to the time that a Governmental Authority has issued a proposed adjustment, deficiency or similar claim to a Transferred Entity with respect to such Taxes or initiated an audit or similar Tax proceeding in respect of a Transferred Entity with respect to such Taxes.

• None of the EDR Parties, TKO, any Transferred Entity or their respective Affiliates shall be required to commence, defend or participate in any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third Person (an “Extraordinary Action”) to obtain any New Contract or Partial Assignment and Release with respect to any Shared Contract.

• Tax refunds and credits that are attributable to Straddle Periods shall be allocated in a manner consistent with the principles of Section 8.02(c), with any net overpayment of Tax as of the close of business on the Closing Date considered a Tax refund that is actually received by the applicable Transferred Entity on the date the Tax Return for the relevant Tax period is required to be filed (taking into account extensions obtained).

• Upon obtaining the requisite Consents, unless otherwise provided in this Agreement or any Ancillary Agreement, such Delayed Asset or Non-Transferable Liability shall be automatically transferred and assigned to TKO or the applicable Transferred Entity hereunder without additional consideration therefor.

More Definitions of Transferred Entity

Transferred Entity means the Transferred Company and each Subsidiary of the Transferred Company as of the Closing, which Subsidiaries are listed on Section 3.1 of the Seller Disclosure Schedule.

Transferred Entity means each Transferred Company and each Transferred Company Subsidiary.

Transferred Entity means the Company and each Person to be a Subsidiary of the Company as of the Closing, which Persons are listed on Section 3.1 of the Parent Disclosure Schedule.

Transferred Entity means AUCA.

Transferred Entity or “Transferred Entities” has the meaning set forth in the Recitals.

Transferred Entity is any entity listed on Section 1.86 of the Schedules.

Transferred Entity means Everus Construction, Inc. (formerly known as MDU Construction Services Group, Inc.), a Delaware corporation.