GLPI Entity definition

GLPI Entity means any Subsidiary of GLPI immediately after the Effective Time, including members of the Pinnacle Group.
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GLPI Entity means any Subsidiary of GLPI immediately after the Effective Time, including members of the Pinnacle Group. “GLPI Group” means, individually or collectively, as applicable, GLPI and any GLPI Entity.
Sample 1

Examples of GLPI Entity in a sentence

  • All Tax sharing, indemnification and similar agreements, written or unwritten, as between OpCo or an OpCo Entity, on the one hand, and GLPI or a GLPI Entity, on the other (other than this Agreement or any other Transaction Document), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of OpCo or an OpCo Entity, or GLPI or a GLPI Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

  • All Tax sharing, indemnification and similar agreements, written or unwritten, as between Penn or a Penn Entity, on the one hand, and GLPI or a GLPI Entity, on the other (other than this Agreement or any other Transaction Document), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of Penn or a Penn Entity, or GLPI or a GLPI Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

  • Penn shall pay, and shall indemnify and hold the GLPI Indemnified Parties harmless from and against, without duplication, (a) all Penn Taxes, (b) all Taxes incurred by GLPI or any GLPI Entity by reason of the incorrectness or breach by Penn of any of its representations, warranties or covenants hereunder, and (c) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

  • Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by GLPI or any GLPI Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

  • GLPI shall prepare and file (or cause a GLPI Entity to prepare and file) any Mixed Business Non-Income Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by GLPI or a GLPI Entity and shall pay, or cause such GLPI Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Penn shall reimburse GLPI for any such Taxes that are Penn Taxes.

  • Penn and GLPI shall take all actions necessary or appropriate to close the taxable year of GLPI and each GLPI Entity for all other Tax purposes as of the close of the Closing Date to the extent required by applicable Law.

  • For U.S. federal income Tax purposes, the taxable year of GLPI and each GLPI Entity that was a member of the affiliated group of corporations of which Penn was the Common Parent shall end as of the close of the Closing Date.

  • GLPI shall prepare and file (or cause a GLPI Entity to prepare and file) any Single Business Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by GLPI or a GLPI Entity and shall pay, or cause such GLPI Entity to pay, all Taxes and shall be entitled to all Refunds shown to be due and payable on such Tax Return; provided that Penn shall reimburse GLPI for any such Taxes that are Penn Taxes and GLPI shall reimburse Penn for any such Refunds of Penn Taxes.

  • Neither Penn nor GLPI shall, nor shall Penn or GLPI permit, any Penn Entity or any GLPI Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of Penn Disqualifying Action and GLPI Disqualifying Action, respectively.

Related to GLPI Entity

  • 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.”

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • 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;

  • 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.

  • Group Entity means any of the Company and Subsidiaries of the Company.

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

  • Group Business Entity means;

  • 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.

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

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

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

  • Roll-Up Entity means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

  • Company Group Member means Company or any Company Affiliate;

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Company Subsidiary means any Subsidiary of the Company.

  • Buyer Group Member means (a) Buyer and its Affiliates, (b) directors, officers and employees of Buyer and its Affiliates and (c) the successors and assigns of the foregoing.

  • Group Member means a member of the Partnership Group.

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

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

  • Foreign business entity means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

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

  • Parent Subsidiary means any Subsidiary of Parent.