Transferred Entity definition
Examples of Transferred Entity in a sentence
Prior to the date of the Agreement, Seller or an Affiliate shall provide to Purchaser with a list of Business Employees whose employment was terminated by a Transferred Entity in the ninety-one (91) day period to the Closing Date.
As of the Closing Date, the Transferred Entity Employees and their eligible dependents will cease active participation in each of the Seller Benefit Plans.
Assuming the truth and accuracy of the representations and warranties set forth in Article IV, and assuming that each Transferred Entity is Solvent as of immediately prior to the Closing, then as of immediately following the Closing, and immediately after giving effect to the transactions contemplated hereby, each Transferred Entity will be Solvent.
Section 4.15 of the Seller Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of the address of each real property leased, licensed or otherwise used or occupied by any Transferred Entity that is material to the operation of the Business (the “Business Leased Real Property”).
No Person is entitled to any brokerage commissions, finders’ fees, financial advisor fees, investment banker fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Seller that a Transferred Entity could be liable for.