Acquired Entity definition

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.

Acquired Entity shall have the meaning assigned to such term in Section 6.04(g).

Acquired Entity means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

Examples of Acquired Entity in a sentence

• Except as would not have a Material Adverse Effect, each Acquired Entity is in good standing under the Laws of the jurisdiction of its organization or formation, and has all requisite Entity power and authority to own, lease and operate its properties and assets and to conduct the Business in the manner in which the Business is currently being and has been conducted.

• Section 3.23 of the Disclosure Schedule sets forth a true, correct and complete list of all of (a) each insurance policy maintained by Sellers or their Affiliates under which any Acquired Entity is a beneficiary or the Business is covered, (b) the coverage amounts thereof, (c) the scope of coverage thereunder and (d) a description of any self-insurance or co-insurance arrangements, including reserves.

• Except as set forth on Section 3.12 of the Disclosure Schedule, during the last five (5) years, there is no Claim pending or, to the Company’s Knowledge, threatened against any Acquired Entity and, to the Company’s Knowledge, no facts or circumstances exist which would reasonably be expected to give rise to a Claim against any Acquired Entity.

• The amount of the Acquired Entities’ Liability for unpaid Taxes for all periods following the date of the Latest Balance Sheet shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes established to reflect timing differences between accounting and tax income) as adjusted for the passage of time in accordance with the past custom and practice of the applicable Acquired Entity in filing its Tax Returns.

• Since the date of the Latest Balance Sheet, no Acquired Entity has incurred any material liability for Taxes outside the Ordinary Course of Business consistent with past custom and practice.

More Definitions of Acquired Entity

Acquired Entity has the meaning specified in the definition of “Permitted Acquisition”.

Acquired Entity means the assets or Person acquired in connection with a Permitted Acquisition.

Acquired Entity means (a) any Person that becomes a Subsidiary of the Borrower as a result of an Acquisition or (b) any business entity or division of a Person, all or substantially all of the assets and business of which are acquired by the Borrower or a Subsidiary of the Borrower pursuant to an Acquisition.

Acquired Entity means a Person to be acquired, or whose assets are to be acquired, in an Acquisition.

Acquired Entity has the meaning provided in the definition of “Acquired EBITDA.”

Acquired Entity means the assets, in the case of an acquisition of assets of a business, 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 an acquisition of capital stock or other equity interests of a business, acquired by Interface or any other Consolidated Company in an acquisition permitted under the terms of this Agreement.

Acquired Entity shall have the meaning set forth in Section 6.11(b).