Vistana Entities definition

Vistana Entities has the meaning specified in the Separation Agreement.
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Vistana Entities means Vistana and the Vistana Subsidiaries, after giving effect to the Internal Reorganization.
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Vistana Entities means the members of the Vistana Group after giving effect to the Internal Reorganization and the Asset Purchase, including Vistana and the entities listed in item 1 of Schedule V.
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Examples of Vistana Entities in a sentence

  • Without limiting the generality of the foregoing, each of Starwood and Vistana acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to ILG or any of the ILG Subsidiaries that may have been made available to Starwood, Vistana or any other Person acting on behalf of the Vistana Entities.

  • Except as set forth on Section 5.16 of the Vistana Disclosure Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar commission, for which ILG, Merger Sub or the Vistana Entities would be liable in connection with the transactions contemplated by this Agreement based upon arrangements made by any Vistana Entity.

  • All Vistana Registered Intellectual Property in jurisdictions where the Vistana Entities conduct the Vistana Business is subsisting and, to the knowledge of Vistana, valid and enforceable.

  • No broker, investment banker, or other Person is entitled to any brokerage fee, finders’ fee or other similar commission for which ILG, Merger Sub, the Surviving Corporation or the Vistana Entities would be liable in connection with the transactions contemplated by this Agreement based on arrangements made on behalf of Starwood or any of its Affiliates (other than the Vistana Entities).

  • Since December 31, 2014, (a) there has not been any Vistana Material Adverse Effect, and (b) except as set forth on Section 5.22 of the Vistana Disclosure Schedule and as contemplated by this Agreement and the other Transaction Documents, the Vistana Entities have, in all material respects, conducted the Vistana Business and owned, leased and operated their assets in the ordinary course of business.

  • The Vistana Entities are in compliance with such material Permits and as of the date hereof, there are no Actions pending or, to the knowledge of Vistana, threatened which would reasonably be expected to result in the revocation or termination of any such Permit.

  • Notwithstanding the foregoing, at or prior to the Business Transfer Time, Starwood shall take all steps necessary and appropriate so that the Employees of the Vistana Entities listed on Schedule 2.01(b) shall be transferred to Starwood.

  • Except for (a) Contracts relating to employment and labor matters set forth on Section 5.13 of the Vistana Disclosure Schedule and Section 5.23 of the Vistana Disclosure Schedule and (b) Contracts solely between or among the Vistana Entities, no Vistana Entity is party to any Vistana Affiliate Contract.

  • The Vistana Entities have good and marketable fee simple title (or the applicable local equivalent) to all Vistana Owned Real Property, subject to any Permitted Liens.

  • Starwood shall not, and shall cause its Affiliates not to, terminate the employment of any Employees of the Vistana Entities other than in the ordinary course of business and shall not transfer the employment of such Employees prior to the Closing Date except as provided below.


More Definitions of Vistana Entities

Vistana Entities means the members of the Vistana Group after giving effect to the Internal Reorganization, consisting of Vistana and the entities shown on Schedule V .
Sample 1
Vistana Entities means (a) Vistana and the Vistana Subsidiaries, after giving effect to the Internal Reorganization and (b) the Purchased Entities.
Sample 1
Vistana Entities shall exclude members of the ILG Group from and after the Effective Time.
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Related to Vistana Entities

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

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

  • Target Companies means the Target and its Subsidiaries.

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • 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.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • Company Entities means the Company and its Subsidiaries.

  • Group Companies means the Company and its Subsidiaries.

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

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Parent Parties has the meaning set forth in ARTICLE V.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

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

  • Acquired Corporations means the Company and each of its Subsidiaries.

  • 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.

  • Company Subsidiary means any Subsidiary of the Company.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Target Group means the Target and its Subsidiaries.

  • Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.