Transferred Entities definition

Transferred Entities means the entities set forth on Schedule 1.5.

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Transferred Entities shall have the meaning set forth in Section 2.2(a)(ii).

Transferred Entities has the meaning set forth in the Recitals.

Examples of Transferred Entities in a sentence

• Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any customer accounts receivable of the Transferred Entities, except for adjustments or credits in the ordinary course.

• None of the Transferred Entities have incurred or could reasonably be expected to incur (whether or not assessed) any penalty or Tax under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

• From and after the Closing Date, the Transferred Entities shall cease to be insured by Sellers’ or their Affiliates’ insurance policies, other than the policies set forth on Section 5.8 of the Disclosure Schedules, or by any of their self-insured programs.

• Since January 1, 2022, to the Knowledge of Sellers, there has been no (i) significant deficiency or material weakness in any system of internal accounting controls used by the Transferred Entities, (ii) fraud or other material wrongdoing that involves any of the management or other employees who have a role in the preparation of financial statements or the internal accounting controls used by the Transferred Entities, or (iii) written claim or allegation regarding any of the foregoing.

• None of the Transferred Entities or, with respect to the Business, Business Employees, Sellers and their Affiliates, have any contractual notice, information, consultation, bargaining or consent obligations owed to any labor union, works council, labor organization or employee representative, or any Business Employee, in connection with the Transaction.

More Definitions of Transferred Entities

Transferred Entities means the entities set forth on Schedule 1.01(q) (including such entities as they may subsequently renamed, and including such entities’ successors and assigns).

Transferred Entities means all of the direct Subsidiaries of Sellers and joint venture entities or other entities in which any Seller has an Equity Interest, other than the Excluded Entities.

Transferred Entities has the meaning set forth in the Separation Agreement.

Transferred Entities means any Person, where a majority of the equity interest of such Person is part of the Transferred Assets, and any Subsidiary of such Person.

Transferred Entities means the entities set forth in Schedule 1.1(136).

Transferred Entities means the entities set forth on Schedule 1.9 of the Separation and Distribution Agreement.

Transferred Entities means the entities set forth on Schedule 1.10.