Seller Releasing Parties definition

Seller Releasing Parties has the meaning set forth in Section 5.12.

Seller Releasing Parties has the meaning set forth in Section 10.16(a).

Seller Releasing Parties has the meaning set forth in Section 9.2(b).

Examples of Seller Releasing Parties in a sentence

• It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters.

• Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the Seller Released Matters.

• Other than the Retained Claims, Seller Releasing Parties represent and warrant that they have no actual knowledge of any claims against the Company Released Parties or the Purchaser Released Parties that have not been discharged by the releases and covenants not to sue provided herein.

• Any Joinders, as defined below, reasonably requested by the Buyer shall have been executed and delivered by the applicable Seller Indemnitors and/or Seller Releasing Parties thereto.

• Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract.

More Definitions of Seller Releasing Parties

Seller Releasing Parties shall have the meaning set forth in Section 5.4(a).

Seller Releasing Parties has the meaning set forth in Section 4.11(a).

Seller Releasing Parties is defined in Section 6.12(a).

Seller Releasing Parties shall have the meaning given to such term in Section 11.09(b).

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)(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 March 1, 2019, entered into between Public Service Company of North Carolina, Inc. and Dominion Energy Services, Inc. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). 14 4863-6343-8441 v.8 “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 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 limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or managing member. “Support Obligation Payment” has the meaning set forth in Section 5.8(c). “Support Obligations” has the meaning set forth in Section 5.8(c). “Target Indebtedness” means the amount set forth in Schedule 1.1(i) corresponding to the applicable month of the Closing Date. “Tax Proceeding” has the meaning set forth in Section 5.3(d)(i). “Tax Representations” means the representations and warranties set forth in Section 3.9 (Tax Matters). “Tax Return” means any return, declaration, report, statement, form, claim for refund, or other document, together with all amendments and supplements thereto (including all related and supporting information) required to be filed with a Governmental Authority in respect of Taxes. “Taxable Period” means any taxable year or any other period with respect to which any Tax may be imposed under any Law. “Taxes” mean all federal, state, l...

Seller Releasing Parties has the meaning set forth in Section 8.15.

Seller Releasing Parties has the meaning set forth in Section 7.4(b).