ALLETE Affiliate definition

ALLETE Affiliate means any entity with respect to which ALLETE 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, but excluding ADESA or any ADESA Affiliate.
Sample 1Sample 2Sample 3
ALLETE Affiliate means any corporation or other entity directly or indirectly controlled by ALLETE, but excluding ADESA and any ADESA Affiliate. "ALLETE's Auditors" shall have the meaning set forth in Section 4.4(b) of this Agreement.
Sample 1Sample 2

Examples of ALLETE 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.

Related to ALLETE Affiliate

  • 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.

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

  • 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.

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

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

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

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • 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.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Promoter Group means such persons and entities constituting the promoter group as per Regulation 2(1)(pp) of the SEBI ICDR Regulations.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

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

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • Service Group means any one or more (as the context may require) of the service groups described in this Schedule;

  • Group Company means any one of them;

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • Group Companies means the Company and its Subsidiaries.

  • Relevant Group means the Company and any affiliated, combined, consolidated, unitary or similar group of which the Company is or was a member.