Division Entities definition

Division Entities shall have the meaning ascribed to such term in the Recitals hereto. "Division Offerees" shall have the meaning ascribed to such term in Section 6.2(a) hereof.
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Division Entities means, collectively, CIAC and CPR.
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Division Entities has the meaning set forth in Recital A.
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Examples of Division Entities in a sentence

  • Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, Contracts and records of the Company and the Division Entities for this purpose.

  • On or prior to the Closing Date, any agreement with respect to Taxes to which the Company or any of the Division Entities is a party shall be terminated (other than agreements, arrangements or practices solely between or among the Company and the Division Entities), all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Closing Date.

  • Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and the Division Entities, which investigation, review and analysis was done by Buyer and its Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives.

  • Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company or one of the Division Subsidiaries, or, to Seller's Knowledge, one of the Minority Interest Division Entities, has (i) good and valid title to all Owned Real Property and (ii) valid and subsisting leasehold interests in all Leased Real Property, in each case, free and clear of all Liens, except Permitted Liens and Liens set forth in Section 3.9(a)(i) of the Disclosure Letter.

  • Other than Minority Interest Division Entities and HealthSouth Valley Outpatient Hospital, L.P., neither the Company nor any Division Entity has employed any Person at any time the Company or such Division Entity was owned (directly or indirectly) by Seller.

  • In addition to the foregoing, the parties agree to cooperate with each other with respect to the defense of any claims or litigation relating to Taxes pertaining to the Division, the Company, or the Division Entities, provided that the party requesting such cooperation shall reimburse the other party for the other party's reasonable out-of-pocket costs and expenses of furnishing such cooperation.

  • Except as set forth in Section 2.2(a)(ii) of the Disclosure Letter and except for those Intercompany Agreements to be assigned by Seller to the Company pursuant to Section 2.4(a) hereof, as of the Closing, Seller, the Company and the Division Entities shall cause all Intercompany Agreements to be terminated in all respects such that there is no cost or liability thereunder from and after the Closing on the part of the Company or any Division Entity.

  • Except for Staying Clinics and the services to be provided under the Transition Agreement, as of the Closing, the assets of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted and as reflected in the Interim Pro Forma Income Statements, except for assets disposed of by the Division in the ordinary course of Business.

  • Seller shall assist Buyer in effecting such assignments or transfers under the Enterprise System agreements as are set forth in Section 6.6 of the Disclosure Letter, which Buyer and Seller have determined are necessary for the Division Entities to continue to use such Enterprise Systems following the Closing, provided that any such transfer or assignment shall involve only the capacity or volume used by the Division Entities under such agreements.

  • Except as contemplated by the terms of this Agreement, or as set forth in Section 5.1 of the Disclosure Letter, during the period from the date hereof to the Closing Date, Seller shall cause the Company and the Division Entities to operate the Division only in the ordinary course consistent with past practice.


More Definitions of Division Entities

Division Entities shall have the meaning ascribed to such term in the Recitals hereto.
Sample 1

Related to Division Entities

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

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

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

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

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

  • 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.

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

  • 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.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Partnership Group Member means any member of the Partnership Group.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

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

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Parent Parties means Parent and Merger Sub.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Partnership Entity means any of the Partnership Entities.