Neptune Entities definition

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

  • Sellers agree to transfer any RADARSAT Insurance Proceeds actually received by any Seller (or any of their respective Affiliates, other than the Neptune Entities) to a Neptune Entity (or, in the case of RADARSAT Insurance Proceeds received after the Closing Date, to an account designated by the Purchaser), and will cause any such amounts to be held in an account of the applicable Neptune Entity at the Closing.

  • Except as would not reasonably be expected to be material and adverse to the Neptune Entities, taken as a whole, all insurance programs of the Neptune Entities are in full force and effect and are valid and enforceable and all premiums due thereunder have been paid.

  • As of the date of this Agreement, except as set forth in Section 3.5 of the Seller Disclosure Schedules, there are no Proceedings or claims pending or, to the Knowledge of Sellers, threatened in writing, against the Neptune Entities, or the Sellers with respect to the Business, that would reasonably be expected to have a Business Material Adverse Effect.

  • 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.

  • 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.

  • The Neptune Entities, as applicable, have valid title to the Transferred Owned Real Property, free and clear of all Liens, other than Permitted Liens.

  • From and after the Closing, Purchaser shall be responsible for securing all insurance it considers appropriate for the Neptune Entities and the operations, assets and Liabilities of the Business.

  • 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.

  • Each of the Sellers and the Neptune Entities is qualified or otherwise authorized to do business under the Laws of each jurisdiction in which such qualification or authorization is necessary under applicable Law and has all necessary organizational power and authority to carry on the Business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to be material and adverse to the Neptune Entities, taken as a whole.

Related to Neptune Entities

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

  • 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 the Company Subsidiaries.

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

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, 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 has the meaning set forth in ARTICLE V.

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

  • Target Companies means the Target and its Subsidiaries.

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

  • 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.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • 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”.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.