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

• Taxes (other than Transfer Taxes) imposed upon or assessed directly against the Transferred Assets or Transferred Equity Interests (including ad valorem taxes, real estate Taxes, personal property Taxes and similar Taxes, and for the avoidance of doubt not to include Taxes of the Transferred Entities) for the Tax period in which the Closing occurs (the “Straddle Period”) will be apportioned and prorated between Seller Parties and Buyer as of the Closing Date.

• Neither the Seller Parties nor any of the Transferred Entities has received any written notice of or been charged with any violation of any Law applicable to the conduct of the Business, except where such violation would not be reasonably expected to be material to the Business taken as a whole.

• To the Knowledge of Seller, the Business Intellectual Property and the Business Technology, as used in the operation of the Business, and the operation of the Business by the Seller Parties and the Transferred Entities does not infringe upon or misappropriate the Intellectual Property of any third party in a manner that would reasonably be expected to be material to the Business taken as a whole.

• All material amounts of Taxes shown due on such Tax Returns owed by (x) the Seller Parties solely with respect to the Transferred Assets and (y) the Transferred Entities, in each case, have been fully paid or properly accrued for on the Financial Statements, other than with respect to any Taxes the payment of which was precluded by reason of the Bankruptcy Cases.

• Except as otherwise expressly set forth in this Agreement, Xxxxx understands and agrees that the Transferred Entities, the Assets, the Business, the Transferred Assets and the Assumed Liabilities are being transferred on a “where-is” and, as to condition, “as-is” basis subject to the representations and warranties contained in Article IV (as modified by the Disclosure Schedules) without any other representations or warranties of any nature whatsoever.

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).