Miraclon Entities definition

Miraclon Entities means (i) the entities set forth on Section 3.2 of the Seller Disclosure Letter and (ii) China NewCo and Miraclon Belgium China HoldCo.
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Miraclon Entities means the entities set forth on: (i) as at the date of this Agreement, part (A) of Section 3.2 of the Seller Disclosure Letter and (ii) as of the Miraclon Closing, part (B) of Section 3.2 of the Seller Disclosure Letter.”
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Miraclon Entities means (i) the entities set forth on Section 3.2 of the Seller Disclosure Letter and
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Examples of Miraclon Entities in a sentence

  • None of the Miraclon Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Miraclon Shares or obligating either Seller or any Subsidiary of Seller to issue or sell any Miraclon Shares, or any other interest in any Miraclon Entities.

  • Parents will be advised about independent parent support both locally and nationally for parents of children with Special Educational Needs or Disabilities.

  • There are no material pending or, to the Knowledge of Seller, threatened Actions against the Transferred Subsidiaries or the Miraclon Entities, or with respect to the Business, Seller or the other Selling Subsidiaries relating to labor or employment matters brought by or on behalf of any current or former employees.

  • None of the Miraclon Entities or any of the Transferred Subsidiaries owns any insurance policy.

  • The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Miraclon Entities or the Transferred Subsidiaries for any Pre-Closing Tax Period and Straddle Period that are required to be filed after the Closing Date.

  • During the period prior to Closing, none of the Miraclon Entities or Transferred Subsidiaries is subject to Tax in any jurisdiction by virtue of having a permanent establishment, trade or business, fixed place of business or other taxable presence in such jurisdiction.

  • None of the Miraclon Entities, Transferred Subsidiaries, or, with respect to the Business or the Purchased Assets, the Seller or the other Selling Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

  • Seller has made available to Purchaser all non-privileged, material environmental audits, assessments, reports, and other environmental documents, relating to the Transferred Subsidiaries or the Miraclon Entities, to the Real Property or other Purchased Assets, the Assumed Liabilities or to the Business, in each case, that are in Seller’s, any Selling Subsidiary’s or, any Transferred Subsidiary’s possession or control.

  • Without limiting any other terms of this Agreement, Section 5.4 of the Seller Disclosure Letter sets forth a description of the Key Carve-Out Operations required for the purpose of (i) establishing the Miraclon Entities and the Transferred Subsidiaries as the recipients of the Purchased Assets at Closing and (ii) permitting the operation of the Business immediately upon the Closing, subject to the services to be provided pursuant to the Transition Services Agreement (“Day One Readiness”).

  • New Hampshire Avenue, N.W. Suite 750Washington, D.C. 20036(202) 296-1611jbwilliams@williamslopatto.comPETER J.

Related to Miraclon Entities

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Operating Partnership has the meaning set forth in the preamble.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.

  • Partnership Group Member means any member of the Partnership Group.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Company Entities means the Company and the Company Subsidiaries.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;