Transferred Entity definition
Examples of Transferred Entity in a sentence
Buyer shall cause the Transferred Entity to, and the Transferred Entity shall, promptly (and, in any event, within ten (10) Business Days following the later of the Closing Date and the date of the applicable payment) reimburse Parent or its applicable Affiliates for any payments made by them to any Transferred Employees in respect of earned but unused vacation time that become due as a result of the transfer of employment contemplated by this Article VI.
At Parent’s request, Buyer shall or shall cause the applicable Transferred Entity to transfer all right, title and interest in such Retained Asset and, at Buyer’s request, Parent shall cause the applicable Parent Group Entity to accept and assume such Retained Liability, in each case, as soon as practicable for no consideration.
Any Parent Group Entity may, to be effective at the Closing, amend any Insurance Policies in the manner they deem appropriate to give effect to this Section 5.10(a) provided that the Parent Group will not take any action the primary purposes of which is to cause the Business or the Transferred Entity, the Business, the Business Assets or the Business Liabilities to no longer be eligible for coverage under the Specified Insurance Policies with respect to Pre-Closing Occurrences.
No broker, finder or investment banker, other than the Financial Advisor, is entitled to any brokerage, finder’s or other fee or commission from the Transferred Entity in connection with the Transactions.
Neither Buyer nor any of the Transferred Entity shall take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained for the directors and officers referred to in this Section 5.10(d).