Transferred Entities definition

Transferred Entities means the entities set forth on Schedule 1.9.

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

Transferred Entities means the entities set forth on Schedule 1.5.

Examples of Transferred Entities in a sentence

• Seller has made available to Buyer, prior to the date of this Agreement, complete and correct copies of the Organizational Documents of each of the Transferred Entities, in each case, as in effect on the date of this Agreement.

• Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns.

• Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred Entities or in respect of the Business received following the Closing Date.

• The Transferred Entities have complied in all material respects with the terms and provisions of such policies and bonds.

• All Intellectual Property licensed to Purchaser or the Transferred Entities pursuant to Section 6.08(a) (together with any other Intellectual Property licensed from Seller to Purchaser under the Transaction Documents, the “Seller Licensed IP”) is either owned by Seller or its Subsidiaries or is used and available for a grant of license or sublicense to another Person by either Seller or its Subsidiaries pursuant to a valid written Contract.

More Definitions of Transferred Entities

Transferred Entities has the meaning set forth in the Recitals.

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

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 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 (a) prior to consummation and completion of the Reorganization, Daravita and Alkermes Gainesville, or (b) from and after consummation and completion of the Reorganization, Newco and Alkermes Gainesville.

Transferred Entities shall have the meaning set forth on Exhibit A.

Transferred Entities means the entities set forth on Schedule 1.01(o). “Transition Committee” has the meaning set forth in Section 2.14.