Archstone Entities definition

Archstone Entities means, collectively, (a) each of the Primary Archstone Entities, and (b) each Subsidiary of any Primary Archstone Entity, excluding Archstone Multifamily Parallel JV LP.
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Archstone Entities means, collectively, each of the Subsidiaries of Seller, including the Primary Archstone Entities and Archstone.
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Archstone Entities means, collectively, each of the Subsidiaries of Archstone Enterprise LP, including Archstone and each of Archstone Multifamily Parallel Guarantor LLC, Archstone Multifamily Parallel Guarantor II LLC, Archstone Multifamily Parallel Guarantor I LLC, Archstone Multifamily Guarantor LP, Archstone Multifamily Guarantor (GP) LLC, Archstone Multifamily CM LLC and Archstone Inc.
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Examples of Archstone Entities in a sentence

  • Each of Sellers acknowledges and agrees that, as of the date of this Agreement, (a) the Archstone Entities have suffered Losses in connection with the Acquisition Litigation, including legal fees and related expenses, and (b) Sellers shall be responsible for indemnifying and holding harmless the Buyer Indemnified Parties in accordance with Section 12.2.2 solely for Losses incurred from and after September 30, 2011.

  • In connection with the due diligence investigation of the Archstone Entities by Buyer, Buyer has received and may continue to receive from Sellers certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Archstone Entities and their business and operations.

  • Xxxx 400 Xxxxx Xxxxxx, Xxxxx 000 Xxxxx, XX 00000 or to such other persons or addresses as may be designated in writing by the party to receive such notice.

  • Other than the representations and warranties set forth herein, Buyer acknowledges that Sellers make no representation or warranty as to the prospects, financial or otherwise, of the Archstone Entities, and that any projections, estimates or forecasts of future results or events provided by or on behalf of Sellers are subject to uncertainty and to the assumptions used in their preparation.

  • In calculating the amount of any Losses payable under this Article 12, there shall be deducted from any such Losses payable to the Indemnified Party an amount equal to any payment received from a third party (including an insurer) by such Indemnified Party in respect of any such Loss (or by an Archstone Entity, in respect of any Losses by the Archstone Entities for which the Indemnified Party is indemnified).

  • There has not been any capital call or similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by such Seller.

  • Nothing in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Archstone Entities or the Joint Ventures prior to the Closing Date.

  • At Closing, Buyer or Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities.

  • To such Seller’s Knowledge, no material weaknesses in the Archstone Entities’ internal controls have been identified by the Archstone Entities and their independent auditors in connection with the preparation and audit of Audited Financial Statements (as defined below) for the year ended December 31, 2010, except as set forth on Section 5.4 of the Disclosure Schedules.

  • The lack of any other representations and warranties relating to the Archstone Entities, Transferred Assets and the Transferred Subsidiary Assets was specifically bargained-for among the Equity Residential Parties, Seller and the Xxxxxx Entities and was taken into account by the Equity Residential Parties, Seller and the Xxxxxx Entities in arriving at the Purchase Price.

Related to Archstone Entities

  • Company Entities means the Company and its Subsidiaries.

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

  • Contributors has the meaning set forth in the initial paragraph hereof.

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

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

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

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

  • Operating Partnership has the meaning set forth in the preamble.

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

  • Target Companies means the Target and its Subsidiaries.

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Seller Parent has the meaning set forth in the Preamble.

  • 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.

  • 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.”

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

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Selling Parties shall have the meaning specified in the preamble.

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

  • Blocker has the meaning set forth in the preamble.

  • Acquiror has the meaning specified in the Preamble hereto.