NewCo Entities definition

NewCo Entities means the members of the HomeAdvisor Group as defined in the Contribution Agreement.
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NewCo Entities means, collectively, Australia NewCo, China Entity 1, China Entity 2, Canada NewCo, India NewCo, Japan NewCo, Malaysia NewCo, Mexico NewCo, Poland NewCo, U.K. NewCo and U.S. NewCo.
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NewCo Entities shall have the meaning set forth in the Recitals.
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Examples of NewCo Entities in a sentence

  • IAC and NewCo shall, and shall cause the other IAC Entities and the other NewCo Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the Contribution Effective Time.

  • IAC and NewCo shall, and shall cause the other IAC Entities and the other NewCo Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Contribution Effective Time.

  • IAC, NewCo, and the other NewCo Entities shall cooperate with respect to any notification to appropriate governmental agencies of the effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

  • To the extent that, from and after the Closing Date, Purchaser, the NewCo Entities or their Affiliates pay or discharge a Liability that is not an Assumed Liability but was assigned, transferred and conveyed to Purchaser (or an Affiliate of Purchaser) pursuant to this Agreement, Seller or one of its Affiliates shall promptly reimburse Purchaser, such NewCo Entity or such applicable Affiliate for any amount so paid or discharged.

  • Section 1.1 NewCo Entities................................................................................................................

  • From and after the Closing, Purchaser shall not, and shall cause each of the NewCo Entities not to, settle, compromise or consent to the entry of any Judgment in any Proceeding (in which indemnification could be sought by a Covered Person), unless such settlement, compromise or consent includes an unconditional release of such Covered Person from all Liability arising out of or relating to such Proceeding or such Covered Person otherwise consents in writing.

  • No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Purchaser or any of its Affiliates for which Seller or any of its Affiliates (other than, following the Closing, the NewCo Entities) would have any Liability.

  • To the extent reasonably requested in writing by Purchaser no later than ten (10) Business Days after the execution of this Agreement, Seller shall use commercially reasonable efforts to, prior to the Closing, cause the NewCo Entities to open and establish bank accounts in the jurisdictions in which the applicable NewCo Entity is expected to operate immediately following the Closing as referenced in the Master Step Plan.

  • The Purchase Price (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax purposes as of the Closing Date shall be allocated amongst the assets of the NewCo Entities and the Purchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.

  • To the extent permitted by law, this is intended to include but is not limited to the transfers contemplated in sections 4.2.2, 5.3, 5.4, and 6.7 of this Plan, and is intended to encompass (i) any transfer of Assets to the Liquidating Trust, (ii) any transfer by the Liquidating Trust in connection with liquidating and otherwise disposing of Assets and making Distributions to Holders of Allowed Claims, (iii) any transfer to NewCo Entities and (iv) any transfer required to implement this Plan.


More Definitions of NewCo Entities

NewCo Entities means those Transferred Subsidiaries created for purposes of the Transaction, which are set forth on Schedule 3.2(a).
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NewCo Entities means Newco and/or its Subsidiaries on the date hereof immediately after giving effect to the Closing (and which, for purposes of clarification, excludes any businesses acquired (by purchase of assets or equity or otherwise) by Newco or its Subsidiaries following the Closing, other than businesses acquired pursuant to Contracts in effect on the date hereof).
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NewCo Entities means all of the direct and indirect Subsidiaries of Instinet other than the ECN Entities, including the entities set forth on Part B of Section 1.1 of the Disclosure Schedule, but excluding LJR.
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NewCo Entities shall have the meaning set forth in Section 2.2(a)(ii).
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NewCo Entities means, collectively, NewCo, each NewCo Corp and each NewCo Subsidiary.
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Related to NewCo Entities

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Company Entities means the Company and its Subsidiaries.

  • Group Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Sponsor Entities means AP Talos Energy LLC, AP Talos Energy Debtco LLC, Apollo Management VII, L.P., AIF VII Management, LLC and its affiliates, Apollo Commodities Management, L.P. with respect to Series I, Apollo Commodities Management GP, LLC and its affiliates, Apollo Global Securities, LLC and its affiliates, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, REP Management Company V, LLC, Riverstone Equity Partners LP and Riverstone Holdings LLC and its affiliates.

  • SpinCo shall have the meaning set forth in the Preamble.

  • 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.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Released Entities means released entities as such term is defined

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.