DEFS Subsidiary definition
Examples of DEFS Subsidiary in a sentence
Except as otherwise set forth in Schedule 5.11(b) of the Duke Disclosure Schedule, as of the date of this Agreement, each of the DEFS Leases is a valid, binding and enforceable (except as such enforceability may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors' rights generally) obligation of such DEFS Subsidiary and of the lessor under such DEFS Lease.
Any Tax sharing agreement or arrangement between Duke, on the one hand, and any DEFS Subsidiary, on the other hand, shall be terminated as of the Closing Date and shall thereafter have no further effect for any taxable year (whether the current year, a future year, or a past year).
As of the date of this Agreement, no party to any DEFS Material Contract has given notice to any DEFS Subsidiary or made a claim against any DEFS Subsidiary with respect to any breach or default thereunder which breach or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on DEFS.
In the event that the merger provided in Section 3.2 of the Governance Agreement occurs, then for purposes of this Annex (other than Sections 6.1(e) and 6.2(e)), the term "DEFS Subsidiary" shall include DEFS Holding, the term "PGC Subsidiary" shall include PGC and Phillips Member Parent, and the term "Closing Date," when used in con▇▇▇▇▇▇▇ with such entities, shall mean the date of such merger.
Neither Duke nor any of its Subsidiaries (including DEFS Holding and its Subsidiaries) nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement or the Governance Agreement which would be payable by the Company, Phillips, any Phillips Subsidiary or any DEFS Subsidiary.
As of the date of this Agreement, there is no default under any DEFS Material Contract by any DEFS Subsidiary or, to Duke's knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by any DEFS Subsidiary, or to Duke's knowledge, any other party, which default or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on DEFS.
Each DEFS Subsidiary is, and has been continuously since June 18, 1997 (or, if later, the date such DEFS Subsidiary became a Subsidiary of Duke), insured with Duke-affiliated insurance companies or with third-party insurers in such amounts and against such risks and losses as are customary in all material respects for companies conducting the business as conducted by the DEFS Subsidiaries during such time period.
Duke shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined, affiliated or unitary Tax Return that includes Duke or any member of the Duke Group (whether or not such Tax Return also includes the Company or any Subsidiary thereof) and any consolidated, combined, affiliated or unitary Tax Return that includes any DEFS Subsidiary for any Pre-Closing Period.
As of the date of this Agreement, with respect to pipeline easements, rights of way, licenses and land use permits of or used by the DEFS Subsidiaries (collectively, the "DEFS EASEMENTS"), beneficial and record legal title to or interest in the DEFS Easements is owned or held by a DEFS Subsidiary free and clear of Liens, encumbrances and claims of those claiming by, through, or under such DEFS Subsidiary, but not otherwise, subject to Permitted Encumbrances.
Notwithstanding the foregoing, with respect to a DEFS Employee described in clause (ii) of the definition of such term who is selected for employment by the Company, Duke shall cause the employment of such DEFS Employee to be transferred either (i) to the Company on the Closing Date or (ii) to a DEFS Subsidiary on or before the Closing Date.