EFH Parties definition

EFH Parties has the meaning set forth in the Preamble.
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Examples of EFH Parties in a sentence

  • The EFH Parties and Reorganized TCEH hereby agree to compute all Taxes consistently with the determination of the allocation of Tax Attributes pursuant to this Section 2.04(e) unless otherwise required by a Final Determination.

  • Any redetermined Taxes or Tax Attributes resulting from an audit shall be allocated between the EFH Parties, on the one hand, and Reorganized TCEH, on the other hand, in the same manner as they would have been allocated had the redetermined amounts been known at the time the original Tax liability was computed.

  • In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by the EFH Parties and Reorganized TCEH and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only.

  • The EFH Parties shall cause each other Person that is or becomes a Subsidiary of EFH (other than any such Person or Subsidiary that is “ring fenced,” including the Oncor Entities) to execute a joinder to this Agreement (a) to become an EFH Party (effective as of the date such Person becomes a Subsidiary of EFH or ceases to be “ring fenced”) and (b) to be bound by the obligations of the EFH Parties under this Agreement on a joint and several basis.

  • For the purposes of such opinion, each of the EFH Parties and Reorganized TCEH acknowledges that Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxxx & Xxxxx LLP and KPMG LLP are reasonably acceptable to such entity.

  • Other Transfer Taxes, if any, will be allocated to the EFH Parties if they constitute items attributable to the EFH Consolidated Corporation and to Reorganized TCEH if they constitute items attributable to the Reorganized TCEH Consolidated Corporation.

  • Reorganized TCEH shall prepare (other than as specified in Section 2.01(a)) and file (or cause to be prepared and filed) each Tax Return required to be filed by a Reorganized TCEH Entity after the Distribution Date and shall pay, or cause be paid, all Taxes shown to be due and payable on such Tax Return; provided, that the EFH Parties shall jointly and severally reimburse Reorganized TCEH for any such Taxes that are EFH Taxes.

  • For the avoidance of doubt, the EFH Parties shall be jointly and severally responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return EFH is required to file under Section 2.01(a), except to the extent that such late filing is primarily caused by the failure of any Reorganized TCEH Entity to provide relevant information necessary for the preparation and filing of such Tax Return.

  • Anything to the contrary in this Agreement notwithstanding, but in all events subject to Article VIII, the EFH Parties and the Reorganized TCEH Entities hereby agree that the sole and exclusive monetary remedy of a party for any breach or inaccuracy of any representation, warranty, covenant or agreement contained in Section 6.01 shall be the indemnification rights set forth in this Article III.

  • Income Taxes attributable to a Tax-Free Transaction Failure, to the extent not allocated pursuant to Sections 2.05(b), (c) or (d), shall be allocated to the EFH Parties.

Related to EFH Parties

  • Buyer Parties has the meaning set forth in the Preamble.

  • 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.”

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Investor Parties has the meaning set forth in the Preamble.

  • Settling Parties means the Defendants and the Class Representatives, on behalf of themselves, the Plan, and each of the Class Members.

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

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • Parent Parties means Parent and Merger Sub.

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

  • Note Parties means, collectively, the Issuer and each Guarantor.

  • Parties has the meaning set forth in the Preamble.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement.

  • Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.

  • CEC means the California Energy Commission or its successor agency.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Contributors has the meaning set forth in the Preamble.

  • Party/Parties means Buyer and Seller individually/collectively.

  • CEOC means Caesars Entertainment Operating Company, Inc., a Delaware corporation.

  • Sponsor Entities means (i) WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WildHorse Investment Holdings, LLC, Esquisto Investment Holdings, LLC, NGP IX Holdings, L.P., NGP X US Holdings, L.P., NGP XI Holdings, L.P., and CP VI Eagle Holdings, L.P. and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity, in each case, which owns or owned a direct or indirect interest in the Company; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Newco has the meaning set forth in the first paragraph of this Agreement.