VS Entities definition

VS Entities means each of the Company’s Subsidiaries that are engaged primarily in the conduct of the VS Business.
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VS Entities has the meaning specified in the Preamble.
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Examples of VS Entities in a sentence

  • Each of the VS Entities has been duly formed or organized and is validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, and each has the requisite company or corporate power, as applicable, and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted.

  • Except as otherwise expressly set forth in this Agreement, each of the VS Entities understands and agrees that any assets, properties and business of Horizon and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

  • Without limiting the foregoing, the VS Entities acknowledge that the VS Entities, together with their advisors, have made their own investigation of the Crescent Holders and their respective Subsidiaries and, except as provided in Article IV and Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Crescent Holders or any of their respective Subsidiaries.

  • To the extent not prohibited by Law, the VS Entities agree to provide Horizon and its counsel, and Horizon agrees to provide the VS Entities and their counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person, by telephone or video conference, between such party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the Transactions.

  • Each of the VS Entities has all requisite company or corporate power, as applicable, and authority to execute, deliver and perform under this Agreement and (subject to the approvals described in Section 3.4) to consummate the transactions contemplated hereby (including the Blocker Reorganization) and to perform all of its obligations hereunder.

  • The sole recourse of VS PubCo with respect to any breach of Section 4.8 (Taxes) or Section 6.3 (Tax Matters) shall be to make claims against the insurance carrier under the Tax R&W Policy in accordance with the terms thereof, and each of VS PubCo and the other VS Entities expressly waives any right to seek remedies or damages against the Blocker Sellers or the Redeemed Crescent Parties with respect to any such breach.

  • Each of the VS Entities and Horizon agree to make all filings under Antitrust Laws (if any) as soon as practicable after execution of this Agreement, and to provide all information reasonably required of such Person and to reasonably cooperate with each other in connection with the Regulatory Approvals.

  • Except as otherwise expressly set forth in this Agreement, the VS Entities understand and agree that any assets, properties and business of the Crescent Holders and their Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV and Article V, with all faults and without any other representation or warranty of any nature whatsoever.

  • Horizon, the Surviving Corporation, and the VS Entities shall reasonably cooperate, and shall cause their respective Affiliates to reasonably cooperate, in connection with the preparation and filing of Tax Returns and any audit, examination, or other Legal Proceeding regarding Taxes with respect to any Pre-Closing Tax Period of the VS Companies.

  • Section 3.26(a) of the VS Disclosure Letter lists each item of Indebtedness, including in each case, the amount and holder of such Indebtedness, of the VS Entities or their Subsidiaries that is outstanding as of April 20, 2021.

Related to VS Entities

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

  • 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.

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

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

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

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

  • Target Companies means the Company and its Subsidiaries.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

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

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

  • Company Entities means the Company and the Company Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • 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.”

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

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

  • 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.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Seller Affiliate means any Affiliate of Seller.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

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

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.