Seller Existing Assets definition

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 The Questar Gas Company, Wexpro Company, Wexpro II Company, Wexpro Development Company, Questar InfoComm Inc., Dominion Gas Projects Company, LLC and Dominion Energy Wexpro Services Company, and their respective Subsidiaries, in each case, after the closing of the sale of such entities to an Affiliate of Buyer.
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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.
Sample 1
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 Questar Gas Company, Wexpro Company, Wexpro II Company, Wexpro Development Company, Questar InfoComm Inc., Dominion Gas Projects Company,LLC and Dominion Energy Wexpro Services Company, 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. “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)(i). “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). 14 4894-6761-6617 v.11 “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between The East Ohio Gas Company and Dominion Energy Services, Inc. “Shares” has the meaning set forth in the Recitals. “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. “Stock Power” means the Stock Power to be dated as of the Closing Date and executed by Seller, substantially in the form attached hereto as Exhibit A. “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 or other voting securities outstanding thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and (b) any partnership or ...
Sample 1

Examples of Seller Existing Assets in a sentence

  • Each of the Required Regulatory Approvals shall have been obtained at or prior to the Closing and shall be free of any material term, condition, restriction, imposed liability or other provision relating to any Seller Existing Assets and shall be in full force and effect.

Related to Seller Existing Assets

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Replacement Assets means (1) tangible non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Permitted Existing Investments means the Investments of the Borrower and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including without limitation cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Specified Assets the following property and assets of such Grantor:

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).