Sale Entity definition

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, (i) the Direct Subsidiaries, and (ii) the Indirect Subsidiaries, and (iii) solely for purposes of Section 5.3(b), White River Hub, LLC.
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Sale Entity or “Sale Entities” means, individually or collectively, as the context requires, each JV Entity, each Project Company, and each Subsidiary of any of the foregoing.
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Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries.
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Examples of Sale Entity in a sentence

  • In connection with the proposed transaction with Softel Holdings, LLC (the “Transaction”), TAG Mobile formed TAG Mobile Bankruptcy Sale Entity, LLC (“New TAG Mobile”) as a wholly owned subsidiary.

  • No Tax Return of a Sale Entity is under examination or audit by any Governmental Authority (and no other audit, examination, proceeding, or other similar dispute in respect of Taxes of a Sale Entity is pending or otherwise being conducted), and no notice of such an audit or examination has been received or threatened in writing with respect to a Sale Entity.

  • No Tax ruling has been requested of or received from any Governmental Authority with respect to any material Tax matter relating to any Sale Entity.

  • Buyer shall prepare and file, or cause to be prepared and filed, any Tax Return of any Sale Entity for all Straddle Periods (“ Buyer Tax Returns”).

  • Any deficiency (whether pertaining to a Sale Entity or any asset owned or held directly or indirectly by a Sale Entity) resulting from any completed audit or examination relating to Taxes by any Governmental Authority has been timely paid in full.

  • Seller shall prepare and file, or cause to be prepared and filed, any Tax Return of any Sale Entity for each Pre-Closing Tax Period (other than a Straddle Period) (“ Seller Tax Returns”).

  • No written claim has been made by a Governmental Authority in a jurisdiction where an applicable Sale Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

  • Each Sale Entity is in compliance with all Laws applicable to such Sale Entity, except for instances of non-compliance that would not, individually or in the aggregate, reasonably be expected to be material to the Sale Entities taken as a whole.

  • No power of attorney has been executed by or on behalf of a Sale Entity with respect to Taxes, which is currently in effect.

  • Prior to the Closing, Buyer shall use Reasonable Efforts to replace all Sale Entity Credit Support, such that on the Closing Date Buyer shall have effected the complete and unconditional release of all of the Sale Entity Credit Support in a manner reasonably satisfactory to Buyer, Seller and the beneficiaries thereof, including by means of a letter of credit, escrow, posting a bond or cash deposit, or other arrangements.


More Definitions of Sale Entity

Sale Entity means each of AAC III, AAC Inc., the Destination Entities and Cliveden.
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Sale Entity or “Sale Entities” means each of, or collectively, as applicable, (i) the Direct Subsidiaries, and (ii) the Indirect Subsidiaries, and
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Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries. “Sale Entity Employee” means any individual who, immediately prior to the Closing, is employed by any of the Sale Entities. “Securities Act” means the Securities Act of 1933. “Seller” has the meaning set forth in the first paragraph of this Agreement. “Seller Consolidated Tax Return” means any Consolidated Tax Return that includes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand. “Seller Existing Assets” means any of Seller’s or its Affiliates’ assets and businesses as of the Effective Date, excluding (a) the Sale Entities after the Closing and (b) Public Service Company of North Carolina, Incorporated, a South Carolina corporation, and Dominion Energy Questar Corporation, a Utah corporation, and their respective Subsidiaries, in each case, after the closing of the sale of such entities to an Affiliate of Buyer. “Seller Indemnified Parties” has the meaning set forth in Section 10.1(b). “Seller LTI Award” has the meaning set forth in Section 5.6(c). “Seller Non-Income Return” has the meaning set forth in Section 5.3(b)(i). “Seller Pre-Closing Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller Releasing Parties” has the meaning set forth in Section 11.16. 14 “Seller Return” has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(ii). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between Questar Gas Company and Dominion Energy Services, Inc. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares o...
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Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries. “Sale Entity Employee” means any individual who, immediately prior to the Closing, is employed by any of the Sale Entities. “Securities Act” means the Securities Act of 1933.
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Sale Entity has the meaning specified in the Company Disclosure Letter.
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Related to Sale Entity

  • Eligible entity means a political subdivision that has:

  • Outside Entity means any:

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

  • holding entity means a person that is controlled by an individual;

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

  • 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;

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Corporate Entity means a bank, corporation, partnership, limited liability company, association, joint venture or other organization, whether an incorporated or unincorporated organization.

  • Acquiring Entity means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • 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.

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Business Entity/Vendor means any 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 New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

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

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

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Seller Affiliate means any Affiliate of Seller.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • Disposing Member is defined in Section 4.1.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • 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).

  • 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.

  • Selling Member has the meaning set forth in Section 10.5(a).