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 shall exclude members of the ILG Group from and after the Effective Time.
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Examples of Vistana Entities in a sentence

  • 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.

  • Starwood will, or will cause one of its Affiliates (other than Vistana Entities) to, assume or retain the Starwood Hotels & Resorts Defined Contribution Plan for Foreign Service Employees.

  • 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.

  • Starwood will, or will cause one of its Affiliates (other than Vistana Entities) to, assume or retain the Starwood Hotels & Resorts Retirement Plan for Foreign Service Employees (the “Foreign Service DB Plan”), which is a frozen plan.

  • No claim, audit or other proceeding by any Governmental Authority is pending or threatened in writing with respect to any material Taxes due from the Vistana Entities.

  • The Vistana Entities have not received notice from any Governmental Authority asserting any violation of, or indicating an intention to commence any Action with respect to any Laws (or any actual or alleged violation thereof) relating to the Vistana Entities’ collection, storage, use and distribution of the Personal Information.

  • 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.

  • 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).

  • The Vistana Entities own or have valid rights to use all Intellectual Property necessary for the conduct of the Vistana Business in all material respects as now conducted.

  • The Vistana Entities have good and marketable title to all Vistana Vacation Ownership Interests not yet sold, subject to any pending contracts.


More Definitions of Vistana Entities

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.
Sample 1
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

Related to Vistana Entities

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

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

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • 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, after giving effect to the Reorganization.

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • Company Entities means the Company and the Company 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 means Parent and Merger Sub.

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

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

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

  • 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 shall have the meaning specified in the recitals to this Agreement.

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