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 each of, or collectively, as applicable, the Company and the Company Subsidiaries.
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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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Examples of Sale Entity in a sentence

  • Buyer covenants and agrees to use reasonable best efforts to take all steps necessary within one hundred and twenty (120) days after the Closing to effectuate a change of the name for each Sale Entity to delete the Dominion Marks and use of the “Dominion” or “Questar” name in any form whatsoever.

  • All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, or assignment of Tax liability between a Sale Entity, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity), on the other hand, shall be terminated as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities shall have any further liability thereunder.

  • The execution, delivery and performance of this Agreement by Seller and the consummation by Seller and the Sale Entities of the Contemplated Transactions have been duly authorized by all necessary corporate action, and no other corporate action on the part of Seller or any Sale Entity is necessary to authorize the execution, delivery and performance by Seller or any Sale Entity of this Agreement or the consummation of the Contemplated Transactions.

  • Without Buyer’s prior written consent, neither Seller, the Sale Entities nor any of their respective Affiliates shall proffer, consent to or agree to, or effect any Remedial Action that will affect any Sale Entity after the Closing.

  • All Insurance Policies are in full force and effect and no Sale Entity (or Seller or its Affiliates) is in material breach of or material default under any of the Insurance Policies.

  • Buyer shall, and shall cause each Sale Entity to, authorize and direct their respective officers to execute any and all Seller Returns required to be filed by Seller pursuant to this Section 5.3(b)(i).

  • Buyer covenants and agrees to use Reasonable Efforts to take all steps necessary within ninety (90) days after the Closing to effectuate a change of the legal names for each Sale Entity, as applicable, to delete any reference to the Dominion Marks or any trademark confusingly similar thereto used therein.

  • Seller shall have no right to attend or participate in any Tax Proceeding described in Section 5.3(d)(iv)(B), or to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Buyer or any of its Affiliates (other than any Sale Entity).

  • Each applicable Sale Entity shall be responsible for and Buyer shall cause the applicable Sale Entity to bear any costs of deductibles under such Insurance Policy applicable to any claims made by such Sale Entity under such Insurance Policy.

  • Buyer shall have no right to attend or participate in any Tax Proceeding described in Section 5.3(d)(iv)(A), or to receive copies of any correspondence or other information related to any Tax Proceeding to the extent such Tax Proceeding, correspondence, or other information includes or pertains to Seller or any of its Affiliates (other than any Sale Entity).


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

  • 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.

  • 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.

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • 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.

  • 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.

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • 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).

  • 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.

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

  • Newly acquired auto means any of the following types of vehicles you become the owner of during the policy period: a. A private passenger auto; or b. A pickup or van, for which no other insurance policy provides coverage, that: (1) Has a Gross Vehicle Weight Rating of 10,000 lbs. or less; and (2) Is not used for the delivery or transportation of goods and materials unless such use is: (a) Incidental to your "business" of installing, maintaining or repairing furnishings or equipment; or (b) For farming or ranching.

  • Operating Entity means an entity that operates and controls a portion of the bulk transmission system with the goal of ensuring reliable energy interchange between generators, loads, and other operating entities.

  • Group Business Entity means;

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Acquireco has the meaning ascribed thereto in the recitals.