Sale Entity definition

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, (i) the Direct Subsidiaries, and (ii) the Indirect Subsidiaries, and (iii) solely for purposes of Section 5.3(b), White River Hub, LLC.

Sale Entity or “Sale Entities” means, individually or collectively, as the context requires, each JV Entity, each Project Company, and each Subsidiary of any of the foregoing.

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries.

Examples of Sale Entity in a sentence

• Schedule 3.18 sets forth the names and locations of banks, trust companies and other financial institutions at which each Sale Entity maintains bank accounts or safe deposit boxes, in each case listing the type of account, the account number, and the names of all Persons authorized to draw thereupon or who have access thereto and lists the locations of all safe deposit boxes used by such Sale Entities.

• Except as reflected in the Financial Statements or as set forth on Schedule 3.6, from the Balance Sheet Date to the Effective Date, each Sale Entity has operated, in all material respects, in the ordinary course of business, consistent with past practices and in accordance with the Organizational Documents.

• There are no outstanding requests, agreements, consents, or waivers to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or deficiencies against any Sale Entity.

• Any deficiency (whether pertaining to a Sale Entity or any asset owned or held directly or indirectly by a Sale Entity) resulting from any completed audit or examination relating to Taxes by any Governmental Authority has been timely paid in full.

• No Tax Return of a Sale Entity is under examination or audit by any Governmental Authority (and no other audit, examination, proceeding, or other similar dispute in respect of Taxes of a Sale Entity is pending or otherwise being conducted), and no notice of such an audit or examination has been received or threatened in writing with respect to a Sale Entity.

• Buyer shall prepare and file, or cause to be prepared and filed, any Tax Return of any Sale Entity for all Straddle Periods (“ Buyer Tax Returns”).

• No asset of any Sale Entity is treated, or has ever been treated, wholly or partly, as “tax-exempt use property” within the meaning of Section 168(h) of the Code.

• Seller shall prepare and file, or cause to be prepared and filed, any Tax Return of any Sale Entity for each Pre-Closing Tax Period (other than a Straddle Period) (“ Seller Tax Returns”).

• No Sale Entity has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax Return, Tax assessment or Tax deficiency, which waiver or extension is currently in effect.

• Each Sale Entity is in compliance with all Laws applicable to such Sale Entity, except for instances of non-compliance that would not, individually or in the aggregate, reasonably be expected to be material to the Sale Entities taken as a whole.

More Definitions of Sale Entity

Sale Entity means each of AAC III, AAC Inc., the Destination Entities and Cliveden.

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, (i) the Direct Subsidiaries, and (ii) the Indirect Subsidiaries, and

Sale Entity has the meaning specified in the Company Disclosure Letter.

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries. “Sale Entity Employee” means any individual who, immediately prior to the Closing, is employed by any of the Sale Entities. “Securities Act” means the Securities Act of 1933. “Seller” has the meaning set forth in the first paragraph of this Agreement. “Seller Consolidated Tax Return” means any Consolidated Tax Return that includes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand. “Seller Existing Assets” means any of Seller’s or its Affiliates’ assets and businesses as of the Effective Date, excluding (a) the Sale Entities after the Closing and (b) Public Service Company of North Carolina, Incorporated, a South Carolina corporation, and Dominion Energy Questar Corporation, a Utah corporation, and their respective Subsidiaries, in each case, after the closing of the sale of such entities to an Affiliate of Buyer. “Seller Indemnified Parties” has the meaning set forth in Section 10.1(b). “Seller LTI Award” has the meaning set forth in Section 5.6(c). “Seller Non-Income Return” has the meaning set forth in Section 5.3(b)(i). “Seller Pre-Closing Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller Releasing Parties” has the meaning set forth in Section 11.16. 14 “Seller Return” has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(ii). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between Questar Gas Company and Dominion Energy Services, Inc. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares o...

Sale Entity or “Sale Entities” means each of, or collectively, as applicable, the Company and the Company Subsidiaries. “Sale Entity Employee” means any individual who, immediately prior to the Closing, is employed by any of the Sale Entities. “Securities Act” means the Securities Act of 1933.