ADESA Affiliate definition

ADESA Affiliate means any corporation or other entity directly or indirectly controlled by ADESA.
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ADESA Affiliate means any entity with respect to which ADESA possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. “ADESA Business “ means the business of providing wholesale vehicle auctions and related vehicle redistribution services for the automotive industry in North America as well as short-term inventory financing for used vehicle dealers, as more completely described in the IPO Registration.
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Examples of ADESA Affiliate in a sentence

  • Nothing in this Agreement shall be construed as a guarantee of the existence or amount of any loss, credit, carryforward, basis or other Tax Item, whether past, present or future, of ALLETE, any ALLETE Affiliate, ADESA or any ADESA Affiliate.

  • Each of ALLETE (for itself and each ALLETE Affiliate) and ADESA (for itself and each ADESA Affiliate) agrees that it will not take or fail to take any action where such action or failure to act would be inconsistent with any material, information, covenant or representation contained in the Officer’s Certificate or the Tax Opinion.

  • In connection with the Distribution, ALLETE and ADESA shall cooperate in determining the allocation of any Tax Assets among ALLETE, each ALLETE Affiliate, ADESA, and each ADESA Affiliate.

  • This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior tax sharing agreements between ALLETE (or any ALLETE Affiliate) and ADESA (or any ADESA Affiliate) and such prior tax sharing agreements shall have no further force and effect.

  • Each of ALLETE (for itself and each ALLETE Affiliate) and ADESA (for itself and each ADESA Affiliate) agrees that it will not take any position on a Tax Return that is inconsistent with the treatment of (i) the Transfer as a tax-free reorganization under section 368(a)(1)(D) of the Code, and (ii) the Distribution as tax free under sections 355 and 368(a)(1)(D) of the Code.

  • ALLETE shall provide ADESA with copies of all notices or communications from any Taxing Authority relating to any Tax or Tax Return of ADESA or any ADESA Affiliate covered by the Tax Services.

Related to ADESA Affiliate

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • Parent Affiliate means any Person under common control with any of the Parent Entities within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

  • Parent ERISA Affiliate means any corporation or trade or business (whether or not incorporated) which is (or at any relevant time was) treated with Parent or any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

  • Released Entities means released entities as such term is defined

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

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Corporate Affiliate means any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established.

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Affected entity means a county, municipality, local district, special service

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Controlled group of corporations has the meaning set forth in Code Section 1563.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • 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.