Transferred Entity Clause Samples

Transferred Entity. 15.18.1 If any time during the Term WellPoint sells or otherwise transfers ownership of a business unit on Affiliate (a “Transferred Entity”) using any Services or Products, at WellPoint’s option the Transferred Entity may continue to use such Products and/or Services for a period not to exceed six (6) months, under the terms and conditions of this Agreement, provided such Transferred Entity signs an agreement with Supplier agreeing to be bound by the terms and conditions of this Agreement. Supplier shall cooperate with WellPoint, the Transferred Entity and any new supplier in a transition to a new supplier’s products and/or services if the Parties mutually agreed to the terms of such transition assistance in a duly executed Statement of Work.

Transferred Entity. 100% of the registered share capital of 支付宝(成都)信息技术有限公司 (Alipay (Chengdu) Information Technology Co., Ltd.) [Z60]

Transferred Entity. (a) The Transferred Entity is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Transferred Entity has the requisite corporate power and authority to enable it to own, lease or otherwise hold the assets owned, leased or otherwise held by it and to operate its business as it is now being operated. (b) The Transferred Entity is duly qualified and, where applicable, in good standing in each jurisdiction in which such qualification is necessary for the conduct of its business as currently conducted by the Transferred Entity, except such jurisdictions where the failure to be so qualified or, where applicable, in good standing, individually or in the aggregate, would not reasonably be expected to be material to the Business, taken as a whole. Prior to the date of this Agreement, true and complete copies of the Transferred Entity’s organizational documents in effect as of the date of this Agreement have been made available to Purchaser. (c) Seller Parent is the record and beneficial owner of the Transferred Shares, and the Transferred Shares collectively represent 100% of the issued and outstanding equity interests of the Transferred Entity. The outstanding shares of capital stock of, or other equity or voting interest in, the Transferred Entity have been duly authorized, validly issued and are fully paid and non-assessable. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock or voting securities of the Transferred Entity or obligating Seller or any of its Affiliates to issue or sell any capital stock or voting securities in the Transferred Entity (other than this Agreement). The Transferred Entity does not own, or have any interest in any equity or other ownership interests in any other Person. SECTION