International Entities definition

International Entities means those Persons which own, or have any rights to or interest in (direct or indirect), the International Assets. Within 180 days following the Closing Date, Parent shall (i) draft a schedule (the "Allocation Schedule") allocating the Modified Adjusted Deemed Sales Price (as defined in Section 1.338(h)(10)-1(f) of the Treasury regulations), and the Adjusted Deemed Sales Price (as defined in Section 1.338- 3(d) of the Treasury Regulations for the International Entities for which Section 338(h)(10) Elections or Section 338(g) elections will be among the International Assets and (ii) deliver such Allocation Schedule to NGC. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338 of the Code and the Treasury regulations thereunder. Each of Parent, on the one hand, and NGC (upon its consent to the Allocation Schedule, which consent shall not be unreasonably withheld) on the other hand, shall report the transactions contemplated hereby, and file all Tax Returns (as defined below), in each case, for federal, state, local and foreign Tax purposes in accordance with the Allocation Schedule. NGC represents and warrants that it will make joint Section 338(h)(10) Elections with Dow for the International Entities that are U.S. corporations and will file Section 338(g) elections only for those International Entities designated by Parent. Parent represents and covenants that it will not file, or permit to be filed by any affiliate, Section 338(g) Elections except for those International Entities designated for such Elections pursuant to the preceding sentence.
Sample 1
International Entities means the entities listed on Schedule 1B.
Sample 1

Examples of International Entities in a sentence

  • International Entities Summary (1) ($ billions) Business Closing Date Assets Tangible Book Value (2) Proceeds (3) Premium to TBV Canada (4) 1Q 2013 12.0$ 3.1$ 4.1$ 0.6$ Europe, Mexico, Colombia and Chile 2Q 2013 12.2 2.5 2.8 0.1 ABA Seguros 2Q 2013 1.0 0.3 0.9 0.4 Brazil (5) Oct.

  • Each GXS Entity may, in its sole discretion, terminate the provision of services by any Leased Employee on behalf of any and all G International Entities at any time by providing reasonable advance written notice to G International.

  • As of the Closing Date, Designated Spectrum includes all FCC License Rights held by the Borrower or any of its Subsidiaries (other than the Clearwire International Entities).

  • International Entities -- Shares to be Conveyed ---- ----------------------------------------------- Entity to be Transferred Transferor Transferee ------------------------ ---------- ---------- A.

  • Supplemental International Entities Summary (1) ($ billions) Business Assets Tangible Book Value (2) Proceeds (3) Premium to TBV Canada (4) 12.0$ 3.1$ 4.1$ 0.6$ Europe (ex.

  • SVG shall give Xxxxxxx-Xxxxxxx thirty (30) days prior written notice of any intention to file an election under Section 338(g) of the Code with respect to any of the SEG International Entities.

  • Each acquiring Seller shall pay to Buyer an amount equal to such Seller's pro-rata share (based on the number of shares of Common Stock held by such Seller immediately prior to the Closing as a percentage of the number of shares of Common Stock held by all Sellers immediately prior to the Closing) of any Taxes of the Company or any Subsidiary of the Company resulting from the distribution of assets held by the International Entities to such Seller pursuant to this Section 2.4.

  • At Home will continue to perform all obligations that At Home (or its Subsidiaries other than the At Home International Entities) is contractually bound to perform under the At Home Joint Venture Agreements in order to obtain royalties, or will transfer to BOC all capabilities necessary to perform such obligations at no cost to BOC.

  • None of the issued and outstanding shares of capital stock of the At Home International Entities was issued in violation of any preemptive rights.

  • Except as set forth in Section ----------------------------- 5.01(l) of the At Home Disclosure Schedule or as contemplated hereby, there are no material commitments (whether such commitments arise out of legal agreements, resolutions or otherwise) of At Home or its Subsidiaries to fund, capitalize, make loans to, or guaranty obligations of, the At Home International Entities.

Related to International Entities

  • Regional Entity shall have the same meaning specified in the Operating Agreement.

  • International means a telecommunications service that originates or terminates in the United States and terminates or originates outside the United States, respectively. United States includes the District of Columbia or a U.S. territory or possession.

  • International airport means an airport:

  • international waters means waters falling outside the sovereignty or jurisdiction of any State;

  • international organization shall have the meanings set forth in Section 7701 of the Code or successor provisions.

  • International air transportation means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.

  • International Trade Laws means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information, data, goods, and technology, including but not limited to the Export Administration Regulations administered by the United States Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State, customs and import Laws administered by United States Customs and Border Protection, any other export or import controls administered by an agency of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and the United States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same subject matter as the United States Laws described above.

  • International Plan means any Employee Plan that is not a US Plan.

  • international agreement means the Multilateral Convention for Mutual Administrative Assistance in Tax Matters, any bilateral or multilateral Tax Convention, or any Tax Information Exchange Agreement to which the Member State is a party, and that by its terms provides legal authority for the exchange of tax information between jurisdictions, including automatic exchange of such information.

  • International Monetary Assets means all (i) gold, (ii) Special Drawing Rights, (iii) Reserve Positions in the Fund and (iv) Foreign Exchange.

  • International Financial Reporting Standards means the accounting standards and interpretations adopted by the International Accounting Standards Board.

  • International Financial Institution means any bank in the top 1,000 (together with their affiliated companies) as measured by "Tier 1" capital or any broker/dealer in the top 100 as measured by capital.

  • International Borrower In connection with any Mortgage Loan, a borrower who is (a) a United States citizen employed in a foreign country, (b) a non-permanent resident alien employed in the United States or (c) a citizen of a country other than the United States with income derived from sources outside the United States.

  • International Accounting Standards means International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, and future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB);

  • financial entity means the following entities which meet such criteria or conditions as the Central Government may, in consultation with the financial sector regulator, notify in this behalf, namely:

  • Allied means Allied Waste Industries, Inc., a Delaware corporation.