Neptune Entities definition

Neptune Entities means the Purchaser, Neptune, their subsidiaries, affiliates, successors or assigns
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Neptune Entities means the Purchased Entities and each of their respective Subsidiaries as of immediately prior to the Closing.
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Neptune Entities means Neptune and its Subsidiaries, with each such entity, a “Neptune Entity.”
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Examples of Neptune Entities in a sentence

  • The Purchaser and Neptune have the right to set-off any amount owed by Heritage to any of the Neptune Entities pursuant to Subsection 9.2 against any money due and owing to Heritage from the Purchaser or Neptune under this or any other agreement between any of the Neptune Entities and Community Memorial Centers, L.L.C., Xxxxxxx Mortuary, Inc., Heritage, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxx or The Apogee Companies, Inc.

  • None of the Neptune Entities is a party to or bound by any other labour agreement and there are no labour unions, employee associations or other organizations with bargaining rights (either acquired by certification or voluntary recognition) representing, nor to the Sellers’ Knowledge, purporting to represent or attempting to represent any Business Employees.

  • Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Sellers, Purchaser, the Neptune Entities and their respective Affiliates shall treat any and all payments under Section 2.5 and Article IX as an adjustment to the Purchase Price for Tax purposes.

  • Save and except for the items set forth in Exhibit "A" to Schedule R attached to this Agreement, since March 1, 2000 and up to the date hereof, there has been no material adverse change in the financial position of the Neptune Entities, except changes occurring in the ordinary course of its business.

  • Except as would not reasonably be expected to result in a material liability to the Neptune Entities, taken as a whole: (i) the Sellers and the Neptune Entities are not in breach of the Collective Bargaining Agreements.

  • As of the Closing Date, the Neptune Entities shall have (or concurrently with the occurrence of the Closing shall have) (i) repaid or otherwise discharged all Indebtedness for borrowed money or (ii) been released from their obligations and related Liens in respect of all such Indebtedness for borrowed money, other than, in each case, (A) Indebtedness in an aggregate principal amount not in excess of ten million dollars ($10,000,000) and (B) intercompany Indebtedness owing among the Neptune Entities.

  • At the request of Sellers, Purchaser shall provide Sellers or any of their Subsidiaries (other than the Neptune Entities) with letters of credit in an amount equal to a Seller’s and any of its Subsidiaries’ entire potential Liability in respect of any such Guarantees.

  • The Neptune Entities have fee simple, insurable title to all Neptune Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances.

  • Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to Evaluation Material and Discussion Information (each as defined in the Confidentiality Agreement) that relates exclusively to the Neptune Entities and the rights, properties and assets of the Neptune Entities; provided that Purchaser acknowledges that its other obligations thereunder shall continue to remain subject to the terms and conditions of the Confidentiality Agreement.

  • Subject to Section 5.10(b), Purchaser further covenants and agrees not to seek to assert or to exercise any rights or claims of, or in respect of, the Neptune Entities or the operations, assets and Liabilities of the Business, under or in respect of any past or current insurance policy under which Sellers or any of their Subsidiaries is a named insured.

Related to Neptune Entities

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

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

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

  • 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 each of its Subsidiaries, collectively.

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

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., 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.”

  • Parent Parties means Parent and Merger Sub.

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

  • Target Companies means the Company and its Subsidiaries.

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

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Group Companies means the Company and its Subsidiaries.

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

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

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

  • 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.

  • Company Entities means the Company and the Company Subsidiaries.

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

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

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

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

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

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

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