Retained Entity definition

Retained Entity means Seller Parent and each of its Subsidiaries not Related to the Business.
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Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or indirectly, wholly or partially, by Winget or members of his family and which are listed on Exhibit D, and (y) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting business with the Venture Entities.
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Retained Entity shall have the meaning set forth in Section 6.04.
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Examples of Retained Entity in a sentence

  • The Retained Entity has performed an internal review to examine the effectiveness of the existing conflicts of interest mitigation plan agreed to by Treasury and the Retained Entity on [Month/Day/Year].

  • No later than immediately prior to the Separation, the employment of any New Diamond Employees who are employed by a Retained Entity shall be transferred to a New Diamond Entity, and the employment of any Retained Employees who are employed by a New Diamond Entity shall be transferred to a Retained Entity.

  • The New Diamond Employees who are employed by a New Diamond Entity immediately prior to the Separation shall be retained as employees of such entity, and the Retained Employees who are employed by a Retained Entity immediately prior to the Separation shall be retained as employees of such entity.

  • Nothing in this Section 4.6 shall require Onyx or any Retained Entity to disclose to any person any Tax Return filed by it or any material information Onyx or such Retained Entity otherwise deems confidential.

  • This annual certification is for the period from [Month/Day/Year] to [Month/Day/Year].The Retained Entity has implemented processes to identify and mitigate (unless detailed as prescribed below) all organizational and personal conflicts of interest as required pursuant to 31C.F.R. Part 31.

  • Notwithstanding anything to the contrary herein, at any time on or after the Relevant Closing Date, any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Business Guarantees.

  • BCI shall reasonably cooperate with QR to obtain any information needed from or pertaining to any Partnership Retained Entity and any Subject Property that is reasonably available to BCI.

  • Each officer, employee, and representative who participates personally and substantially in preparing and submitting a bid, offer, proposal, or request for modification of the arrangement will comply with the requirements of 31 C.F.R. § 31.216(a) and will report immediately to the Retained Entity any information that is gained subsequent to the execution of his/her certification, which concerns a violation or possible violation of 31 C.F.R. § 31.216(a).

  • To the extent that any action by Seller or any GATX Retained Entity is necessary in order to either (a) make a drawing under any such letter of credit or (b) transfer the right to draw under any such letter of credit to Buyer or a Buyer designee, Seller shall, or shall cause the relevant GATX Retained Entity to, take such actions as Buyer may reasonably request to effect such drawing or transfer.

  • Each Debtor acknowledges that as of the date hereof and/or as of the Closing Date, it may owe certain amounts to a Transferor, a Retained Entity or a Transferred Winget Entity.


More Definitions of Retained Entity

Retained Entity means Glit/Gemtex, Ltd., a Canadian corporation.
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Retained Entity for this purpose means Innovest Strategic Value Advisors, Inc. and KLD Strategic Research & Analytics, Inc.
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Retained Entity means (w) the Transferring Winget Entities, (x) those other Winget Entities owned, directly or ixxxxxxtly, wholly or partially, bx Xxxxet or members of his family and which are listed on Exhibit D, anx (x) without limitation of the generality of clauses (w) and (x), each entity beneficially owned, directly or indirectly, by Winget which is not engaged in the Business or otherwise conducting bxxxxxxs with the Venture Entities.
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Retained Entity means any one of such entities.
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Related to Retained Entity

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

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

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

  • Seller Affiliate means any Affiliate of Seller.

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

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

  • Company Subsidiary means a Subsidiary of the Company.

  • Released Entities means released entities as such term is defined

  • Approved Entity means a body corporate which, on the occurrence of the Takeover Event, has in issue Approved Entity Shares.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • Company Group Member means Company or any Company Affiliate;

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Sanctioned Entity means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • 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.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Restricted Entity means (a) the Borrower and (b) each Restricted Subsidiary.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

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

  • Outside Entity means any: