Transferred Entities. (a) Seller Parent or one of its Subsidiaries beneficially owns one hundred percent (100%) of the outstanding Equity Participations of each Transferred Entity. All of the Transferred Shares are validly issued, fully paid and nonassessable and free and clear of any and all Liens. Upon transfer of the Transferred Shares to Buyer Parent at the Closing, Buyer Parent shall own all outstanding Equity Participations of each Transferred Entity.
Transferred Entities. Section 12.1...........................................78 Transfers.................................................Section 1.3(c)..........................................5 TRW Asset Transferring Companies..........................Section 12.1...........................................78
Transferred Entities. Notwithstanding the foregoing, ST Pre-Closing Environmental Liability shall not include any ST Post-Closing Environmental Liability.
Transferred Entities. All assets of the Transferred Entities, excluding (i) the Excluded Equity Interests and any of the equity interests in any Person (other than the Transferred Entities) and (ii) any assets of the Transferred Entities that are Excluded Assets, will be transferred to the Purchaser (or one or more of its designated Affiliates) through the transfer of the Transferred Parent Equity Interests.
Transferred Entities. (a) The authorized capital stock of the Company consists of 100,000 shares of Common Stock. As of the date hereof, there are outstanding 200 shares of Common Stock. All of the outstanding capital stock or other voting securities of each Transferred Entity other than the Company is duly authorized, validly existing and fully paid and non-assessable and owned by the Company, directly or indirectly, free and clear of any Lien, other than Permitted Liens. Except as set forth in Section 3.05(a) of the Seller Disclosure Schedule, no Transferred Entity, directly or indirectly, owns or has the right or the obligation to acquire any capital stock or other equity interest in any other corporation, partnership, joint venture or other entity.
Transferred Entities. The matters set forth on Schedule 2.8(vii), Items 2-4 of the Disclosure Letter and Schedule 5.3, Items 4-6 of the Disclosure Letter as described below and any matters relating to the following entities (or their business or operations) or as a result of their transfer to Seller:
Transferred Entities. Each such Tax Return shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law. Seller Parent shall submit each such Tax Return (and any additional information regarding such Tax Return as may reasonably be requested by Purchaser) to Purchaser for filing at least thirty (30) business days prior to the due date for filing such Tax Return to allow Purchaser to review, comment, and object to the Tax Return based on Purchaser’s reasonable review. If Purchaser objects to such Tax Return, Purchaser shall notify Seller Parent of its objection in writing at least twenty (20) days prior to the due date for filing such Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Seller Parent’s receipt of Purchaser’s written notification, the parties shall refer the disputed Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to due date for filing such Tax Return. Purchaser shall pay or cause to be paid all Taxes required to be paid with each such Tax Return, provided that Seller Parent shall be responsible for, and shall indemnify Purchaser no later than the due date of such Tax Return for, Retained Taxes shown as due on such Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.
Transferred Entities. Each of the entities set forth on Section 2.2.1(e) of the Seller Disclosure Schedule (the “Transferred Entities”) was formerly a direct or indirect wholly owned Subsidiary of Target and has been validly transferred to Seller or a Subsidiary of Seller (other than a member of the Target Group) so as to no longer be owned by Target or any other member of the Target Group. No member of the Target Group incurred any liabilities or other obligations as a result of such transfers or in connection with the operations of the Transferred Entities.
Transferred Entities. If Elevance Health sells or otherwise transfers ownership of a business unit or Affiliate (a “Transferred Entity”) using any Services or Supplier-Provided Materials or entitled to purchase Services or Supplier-Provided Materials hereunder, at Elevance Health’s option the Transferred Entity may continue to use or maintain the right to purchase such Supplier-Provided Materials and/or Services for a period not to exceed six (6) months, under the terms and conditions of this Agreement, provided (i) such Transferred Entity signs an agreement with Supplier agreeing to be bound by the terms and conditions of this Agreement and (ii) such Transferred Entity is not a Supplier Competitor. In such a case, Supplier shall cooperate with Elevance Health, the Transferred Entity and any new supplier in a transition to a new supplier’s products and/or services.
Transferred Entities. Sysorex Government Services, Inc., a wholly-owned subsidiary of Sysorex, Inc. Schedule 1.2
