Target Group Entities definition

Target Group Entities means each of the GP, the Partnership and any Subsidiary of the Partnership, (B) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, and (C) “Person” means any natural person, corporation, company, partnership (general or limited), limited liability company, trust or other entity. For the avoidance of doubt, the Target Group Entities do not include the Fund, the Fund GP, Art Agency Partners Associates Holdings, LLC (the “Fund JV”) or the JV LLC.

Target Group Entities means each of the Target Entities and the Subsidiaries;

Target Group Entities means the Company, the School Holding Companies, the School Entities and Oasis, and “Target Group Entity” means each of them;

Examples of Target Group Entities in a sentence

• No material change is required in processes, properties or procedures of any Target Group Entity or any Fund Entity in connection with any such Laws, and none of the Target Group Entities or the Fund Entities has received any notice -15- or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement.

• The practices of each of the Target Group Entities and the Fund Entities are and have always been in compliance in all material respects with (i) its then current privacy policies, (ii) its clients’ or any other Person’s privacy policies when required to do so by any agreement and (iii) all applicable Laws regarding data protection and the collection, retention, storage, recording, processing, transfer, sharing or other disposition or use of any personally identifiable information.

• None of the Target Group Entities has any equity interests reserved for issuance.

• There are no intercompany accounts or receivables between any of the Target Group Entities.

• The Target Group Entities and the Fund Entities have instituted and maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

• Prior to the date of this Agreement, Sellers have caused the Target Group Entities and the Fund Entities to terminate any Related Party Agreement, other than those agreements set forth in Section 5.6 of the Disclosure Letter.

• Buyer agrees that, following the Closing, the employees of the Target Group Entities (other than Sellers) will be eligible to participate in the employee benefit plans of Buyer on the same terms and conditions of similarly situated employees of Buyer.

• Buyer shall have no liability or obligation with respect to the allocation among Sellers, any of their respective Affiliates or any other current or former holder of any limited liability company interests or other equity interests in the Target Group Entities, the Fund GP or the Fund of any amount paid or payable by Buyer pursuant to this Agreement.

• None of the Target Group Entities, the Fund GP or the JV LLC has made any loan to the Fund or the Fund JV, and, except as set forth in Section 3.21(d) of the Disclosure Letter, the Fund has no obligations to the Fund JV in respect of Warehoused Investments (as used herein such term is defined in the Fund Agreement) contributed to the Fund.

• None of the Target Group Entities or the Fund Entities is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity.

More Definitions of Target Group Entities

Target Group Entities has the meaning given to it in the Preamble of this Agreement;