Remain Co definition
Remain Co has the meaning set forth in Section 6.1(b). “Remaining Intra Group Loan Agreement” has the meaning set forth in Section 2.3(a). “Remedial Action” has the meaning set forth in Section 6.5(c). “Reorganization” has the meaning set forth in the Recitals. “Reorganization Taxes” has the meaning set forth in Section 6.3(b). “Representatives” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, partners, accountants, consultants, advisors, attorneys, agents and other representatives. “Required Amounts” has the meaning set forth in Section 5.5(b). “Required Approval” has the meaning set forth in Section 7.1(a). “Required Financial Reports” means (i) audited pro forma financial statements of the Business in accordance with GAAP for the most recent fiscal year ended and any other period that may be required in connection with Buyer’s, or its Affiliates, reporting obligations under applicable Law as designated by Buyer to Seller in writing, (ii) unaudited pro forma financial statements of the Business for the year-to-date interim quarterly periods last ended prior to the Closing Date and for the same year-to-date interim quarterly periods of the preceding fiscal year, in each case as reviewed by an independent auditor. “Resolved Items” has the meaning set forth in Section 2.2(b)(ii). “Restricted Business” means the business of the sale and/or manufacture of Specific Products. “Restricted Employees” has the meaning set forth in Section 6.13(c). “Retained Names” means the names, business designations and intellectual property rights of a similar nature either (i) held by the Company and to be transferred by the Company to a Remain Co pursuant to any Carve-Out Asset Agreement or (ii) in which the Seller, any Remain Co or any of the Seller’s Affiliates other than the Company hold as of the date of this Agreement or Closing Date any interest or right (including under a license agreement) and in each case, to the extent not already owned and used by Buyer prior to the date hereof. “Review Period” has the meaning set forth in Section 2.2(b)(ii). “RWI Conditional Binder” means that certain conditional binder from issued by the RWI Insurer in connection with respect to the RWI Policy, attached hereto as Exhibit B. “RWI Insurer” means Liberty Surplus Insurance Corporation. “RWI Policy” means that certain representations and warranties insurance policy that takes effect at or prior t...
Remain Co shall have the meaning set forth in Section 4.17.
Examples of Remain Co in a sentence
The Company, each Remain Co and each party to a Carve-Out SPA is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its jurisdiction of incorporation.