Sold Entity definition

Sold Entity has the meaning assigned to such term in the definition of “Consolidated EBITDA”.
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Sold Entity means the assets, in the case of a sale of assets, or the capital stock or other equity interests (or, if the context requires, the person that is the issuer of such capital stock or other equity interests), in the case of a sale of capital stock or other equity interests, of Mentor and its subsidiaries to the extent such assets and/or capital stock or other equity interests are sold or otherwise transferred as a part of the Mentor Sale.
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Sold Entity. Sold Entity EBITDA", "Specified Assets" and "TPG" in the appropriate alphabetical order, to read in their entirety as follows:
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Examples of Sold Entity in a sentence

  • No Seller Party, and neither the Sold Entity or any Sold Entity Subsidiary is subject or party to any collective bargaining agreement.

  • No Seller Party and neither the Sold Entity nor any Sold Entity Subsidiary is, or after giving effect to the transactions contemplated by this Agreement will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended.

  • Each of the Sold Entity and each Sold Entity Subsidiary was formed solely for the ownership of the Underlying Property (directly or indirectly) and has not engaged in any other business activities.

  • The Group’s amortisation policy in respect of the Operating Agreements is determined on the method reflecting the asset’s usage based on passengers volume to reflect the usage of airport activities over the concession period.

  • No broker, investment banker or other Person is entitled to any brokers’, finders’ or other similar finder’s fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller Party, the Sold Entity any Sold Entity Subsidiary or any Affiliate thereof.

  • Seller and the applicable Seller Entity, at their own expense, have the sole and exclusive right to contest any assessment or other proposed adjustment of Taxes of the Sold Entity or JV Majority Participation, as applicable, that could give rise solely to Indemnifiable Taxes.

  • Seller shall prepare, or cause to be prepared, (i) all Tax Returns of any Sold Entities and JV Majority Participations for any taxable period ending prior to the Closing Date and (ii) all Tax Returns of any Sold Entity for any taxable period during all or a portion of which the Sold Entity is a member of a consolidated, combined, unitary or affiliated group or a fiscal unity with Seller its Affiliates (other than the Sold Entities).

  • The budget for each solid waste, surface water management and wastewater CIP project shall not exceed by more than fifteen percent the amount specified for that project in the adopted six-year solid waste, surface water management or wastewater CIP, except when the amount is modified by ordinance or in accordance with the CIP exceptions notifications process.

  • For purposes of determining the Leverage Ratio or the Fixed Charge Coverage Ratio, (a) there shall be included in determining Consolidated EBITDA of the Borrower and its Subsidiaries for any period, without duplication, the Acquired EBITDA of any Acquired Entity or Business on a Pro Forma Basis and (b) there shall be excluded in determining Consolidated EBITDA of the Borrower and its Subsidiaries for any period, the Disposed EBITDA of any Sold Entity or Business on a Pro Forma Basis.

  • Vodafone has filed with the SEC a correct and complete copy of its articles of association, as in force at the date of this Agreement, and made available to Verizon correct and complete copies of the organizational documents (including the certificate of incorporation and bylaws, or comparable documents) of each of Seller and each Sold Entity, in each case as amended to the date of this Agreement.


More Definitions of Sold Entity

Sold Entity means any entity wholly owned (directly or indirectly) by the Seller and now or hereafter owning one or more of the Properties to be acquired pursuant to this Agreement. If the Seller reasonably determines, prior to the Closing, that a transfer of all of Seller's interests in and to the Sold Entity to the Company or the SPE Entities (each such sequence of transactions, or any portion thereof, an "Entity Transfer") in lieu of an asset sale of such Properties as otherwise provided under this Agreement, would result in a savings in costs, expenses or other liabilities to be incurred by Seller hereunder or in connection herewith, then the Seller shall, at least ten (10) Business Days before the Closing, notify the Relevant Purchasers of Seller's desire to effectuate such Entity Transfer and the Relevant Purchasers shall, within five (5) Business Days of such notice, notify Seller of the Relevant Purchasers' approval or disapproval of such request for an Entity Transfer; provided, however, that such approval shall not be unreasonably withheld or conditioned if the cooperation required of the Relevant Purchasers to effectuate such Entity Transfer shall not result in any unreimbursed increased cost or expense (other than the expense for additional Searches) or any materially increased obligations or liabilities of the Company (other than those customarily arising in connection with the transfer of interests in an entity owning similar property or properties in lieu of transfers of the underlying property or properties). Failure of the Relevant Purchasers to respond within the aforementioned five (5) Business Day period shall be deemed approval of such Entity Transfer. The Relevant Purchasers shall reasonably cooperate with Seller to effectuate each Entity Transfer that is approved or deemed approved by the Relevant Purchasers. In connection with each such Entity Transfer, Seller shall (i) provide, in writing, as of the Closing Date, such additional representations and warranties related to such Sold Entity (or the interests in such Sold Entity that are subject to the Entity Transfer) as may be reasonably requested by the Company and customarily required in similar transactions, and (ii) provide to the Relevant Purchaser at the Closing (A) subject to the Cap, an indemnity in favor of the Relevant Purchasers for losses related to such Sold Entity for matters arising prior to the Closing Date, in form and substance reasonably satisfactory to the Company (it being ac...
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Sold Entity has the meaning set forth in Section 9.2(h).
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Related to Sold Entity

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Group Business Entity means;

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Company Subsidiary means any Subsidiary of the Company.

  • 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.

  • 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;

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • 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.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Subject Entity means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

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

  • Seller Related Party means Seller, its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • 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).

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Company Entity means each of the Company and its Subsidiaries.