Newco Entity definition

Newco Entity means TRMC Retail LLC.
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Newco Entity means any Subsidiary of Newco immediately after the Effective Time.
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Newco Entity means any (x) member of the NewCo Group (together with each current and former, direct or indirect, Subsidiary of any such member (and of any such former Subsidiary)) and (y) any former Subsidiary of Existing SLM, or line of business of a Subsidiary of Existing SLM, that was sold or otherwise disposed of prior to the Distribution Date. For purposes of this definition, all lines of business that are treated as “discontinued operations” in the consolidated financial statements of NewCo shall be deemed to have been part of a NewCo Entity. For purposes of this definition, no SLM BankCo Entity shall be considered a NewCo Entity. The Parties acknowledge that this term is defined differently in the Separation Agreement.
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Examples of Newco Entity in a sentence

  • Such Newco Entity has all corporate, limited partnership or limited liability company power and authority necessary to (a) own its properties and assets, (b) carry on its business as now being conducted and (c) execute and deliver this Agreement and to perform its obligations hereunder.

  • Any Newco Entity may assign or transfer their rights under this Agreement or delegate their obligations under this Agreement in such Newco Entity’s sole discretion, without any requirement that such Newco Entity obtain the consent of ▇▇▇▇▇▇.

  • Any tax sharing, tax allocation or similar agreement to which any Newco Entity, on the one hand, and the Company or any of its other Affiliates, on the other hand, are parties shall terminate and shall cease to have any effect as of the Closing Date; it being understood that this Section 4.14 shall not purport to terminate any tax sharing, tax allocation or similar agreement to which Reuters plc or any of its Affiliates is a party.

  • Although among the Newco Entities only Newco and Apex shall be contractually bound by this Agreement, each other Newco Entity is an intended third party beneficiary of this Agreement.

  • In no event shall Newco (or any Newco Entity) be responsible, nor shall it pay, any termination or related fees or costs incurred by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ in connection with terminating or reducing usage under any contract with any Third Party Service Provider.

  • If and when any such consent shall be obtained or such agreement, lease, license or other right shall otherwise become assignable, the Company shall promptly assign all its rights and obligations thereunder to Newco or a Newco Entity designed by Newco without payment of further consideration and Newco shall, without the payment of any further consideration therefor, assume such rights and obligations.

  • Newco, and the Company shall work together in good faith to determine the tax consequences to Newco and the Company of jointly making an election under Section 338(h)(10) of the Code, or comparable provision of state, local or other Law, with respect to any Newco Entity that is a member of the Company’s consolidated group for federal income tax purposes.

  • Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Newco or any Newco Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

  • Newco shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the Newco Business or any Newco Entity for any taxable period or a portion thereof ending on or before the Closing Date (the “Newco Separate Returns”) and Newco shall timely remit or cause to be remitted to the relevant Tax Authority any Taxes due in respect of such Newco Separate Returns.

  • Neither ▇▇▇▇▇▇▇ nor Newco shall, nor shall ▇▇▇▇▇▇▇ or Newco permit, any ▇▇▇▇▇▇▇ Entity or any Newco Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of ▇▇▇▇▇▇▇ Disqualifying Action and Newco Disqualifying Action, respectively.

Related to Newco Entity

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • SpinCo shall have the meaning set forth in the Preamble.