Purchased Entity definition

Purchased Entity shall have the meaning set forth in Recital A.

Purchased Entity has the meaning set forth in Section 1.1.

Purchased Entity means International Paper Foodservice Europe Limited.

Examples of Purchased Entity in a sentence

• Purchaser is acquiring the Purchased Entity Shares for investment purposes and not with a view toward or for offer or sale in connection with any distribution thereof, or with any present intention of offering, distributing or selling any of the Purchased Entity Shares.

• None of Parent, any Seller, any of their respective Affiliates or any Purchased Entity (other than the Joint Ventures) is a party to any joint venture, partnership, cooperation or other similar agreement or arrangement relating to the Business except as disclosed in Schedule 4.01(c).

• The Parties acknowledge that, at the option of a Seller, an election under subsection 256(9) of the ITA will be made in respect of the taxation year of a Pre-Closing Tax Period of a Purchased Entity.

• No Purchased Entity (or any predecessor) sponsors, maintains, contributes to or has any obligation to contribute to, or has sponsored, maintained, contributed to or had any obligation to contribute to or has had any liability (contingent or otherwise) with respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, any “single-employer plan”, as defined in Section 4001(a)(15) of ERISA or any “multiemployer plan,” as defined in Section 3(37) of ERISA.

• Purchaser acknowledges that the Purchased Entity Shares have not been registered under the securities Laws of any jurisdiction, including the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or any state securities Laws, and agrees that the Purchased Entity Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance with (or exemption from) such Laws.

More Definitions of Purchased Entity

Purchased Entity means International Paper Foodservice Europe Limited. “Purchased Entity Shares” shall have the meaning set forth in Section 2.3.

Purchased Entity means SeaMaster Hong Kong and its foreign subsidiaries.

Purchased Entity means EDI.

Purchased Entity shall have the meaning set forth in the Recitals.

Purchased Entity means any corporation that any Buyer Company is purchasing an equity interest in pursuant to this Agreement which is set forth on Schedule 1.1(b). Purchased Entity Purchase Agreement means the form of agreement attached as Exhibit D. Purchase Price shall mean the amount set forth in Section 2.7(b). Real Property means each parcel of real property included in the Purchased Assets, including without limitation all buildings, plants, warehouses, facilities and other improvements and fixtures thereon and appurtenances thereto. Returns means returns, reports, estimated tax and informational statements and returns relating to Taxes which are, were or will be required by Law to be filed by any Seller Group Person or other Tax Affiliate of Seller in connection with the Business, and all information returns (e.g., Form W-2, Form 1099) and reports relating to Taxes or Employee Plan/Agreement. Any one of the foregoing Returns may be referred to sometimes as a Return . Seller has the meaning set forth in the Preamble. Seller Company means any Seller Group Person which is a corporation. Seller Group means Seller and all Affiliates of Seller. Seller Group Person means a Person included in the Seller Group. Seller Group Persons means all of the persons included in the Seller Group. Shares has the meaning specified in Section 3.10(b) hereof. Tax Affiliate means any member of an Affiliated Group of which Seller is or was a member, or any member of a combined or unitary group of which Seller is or was a member. Taxes means all taxes, charges, fees, levies or other like assessments imposed or assessed by any Government, including without limitation income, profits, windfall profit, employment (including Social Security, state pension plans, and unemployment, workmen s, and occupational and non-occupational disability insurance required by Law), withholding, payroll, franchise, gross receipts, sales, use, transfer, stamp, occupation, real or personal property, ad valorem, value added, premium, and excise taxes; Pension Benefit Guaranty Corporation premiums and any other like Government charges; and shall include all penalties, fines, assessments, additions to tax, and interest resulting from, attributable to, or incurred in connection with such Taxes or any contest or despite thereof. Any one of the foregoing Taxes may be referred to sometimes as a Tax. Title Commitment has the meaning specified in Section 7.13(a) hereof. Title Company has the meaning specified in Section 7.1...

Purchased Entity means each of AWDGP, AILLC, Appleton, ---------------- Appleton Recycled Fibers Inc., WTA Inc., Appleton International Sales Inc., Appleton Papers Canada Ltd., Appleton Papers de Mexico S.A. de C.V and XxxxxXxx.xxx, Inc.

Purchased Entity means any corporation that any Buyer Company is purchasing an equity interest in pursuant to this Agreement which is set forth on Schedule 1.1(b).