DMS Entities definition
Examples of DMS Entities in a sentence
Notwithstanding the foregoing, upon the expiry date of any Existing Letters of Credit issued on behalf of DMS Entities, the Borrower acknowledges and agrees that after the Closing Date it shall not be permitted to obtain Letters of Credit on behalf of DMS Entities who are no longer Affiliates of the Borrower.
Buyers will, and will cause its Affiliates (including the DMS Entities) and each of their respective Representatives to, cooperate with Sellers, their Affiliates and each of their respective Representatives in providing information to the Business Employees regarding rollovers of their interests from the applicable Sellers’ DC Plan to Buyers’ DC Plan.
At the Closing, the Seller Parties shall effect a sublease in favor of Buyer or the DMS Entities of Floors 45 and 46 (or such other floors that are mutually agreeable) of the ▇▇▇▇▇ Fargo Tower in Houston, Texas, such sublease to contain the same general terms and rental rates as provided to Targa in its current lease arrangement with an Affiliate of the Seller Parties for the 47th floor of the ▇▇▇▇▇ Fargo Tower.
In addition, effective immediately prior to the Closing, the DMS Entities shall withdraw from participation in Sellers’ Benefit Plans and the Business Employees shall cease to accrue benefits under Sellers’ Benefit Plans.
Prior to the Closing, Sellers may cause the DMS Entities to remove any right, title or interest in any logo, trade name, trademark, service ▇▇▇▇, house ▇▇▇▇, domain name, web site or company name to the extent it contains or consists of the word “Dynegy” or the “Dynegy” emblem or any other ▇▇▇▇ in which one or the other of these elements appear.
In the event the period of business interruption includes periods prior to and after the Closing Date: (i) Sellers and their Affiliates shall assume any associated waiting period days and be entitled to receive and retain the BI Proceeds attributable to the period on or prior to the Closing Date and (ii) Buyers and the DMS Entities shall assume any associated waiting period days and be entitled to receive and retain the BI proceeds attributable to the period after the Closing Date.
To facilitate the foregoing allocation of BI Proceeds, the Seller Parties will use commercially reasonable efforts to have Buyers and the DMS Entities named as additional loss payees as their interests may appear under the Sellers’ Insurance Policies relating to BI Proceeds that Buyers would be entitled to receive pursuant to clause (ii) of this Section 6.5(b).
Except as set forth on Section 4.13(b) of the Disclosure Schedule, no Company Contract is with a DMS Entity and no Company Contract relates in any way to the business conducted by the DMS Entities.
Except as set forth on Section 4.6(c) of the Disclosure Schedule, all real property used in the conduct of the business conducted by the DMS Entities is either owned by a DMS Entity or leased by a DMS Entity from an unaffiliated third party.
Except as otherwise provided herein, each Seller Party and Buyer Party shall pay its own expenses incident to the evaluation of the DMS Entities and the Business and the negotiation, preparation and performance of this Agreement and the transactions contemplated hereby, including the fees, expenses and disbursements of their respective investment bankers, accountants and counsel.