Sold Entity definition

Sold Entity has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

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Sold Entity means the assets, in the case of a sale of assets, 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 a sale of capital stock or other equity interests, of Mentor and its subsidiaries to the extent such assets and/or capital stock or other equity interests are sold or otherwise transferred as a part of the Mentor Sale.

Sold Entity has the meaning set forth in Section 9.2(h).

Examples of Sold Entity in a sentence

• No Seller Party and neither the Sold Entity nor any Sold Entity Subsidiary is, or after giving effect to the transactions contemplated by this Agreement will be, required to be registered as an investment company under the Investment Company Act of 1940, as amended.

• Each of the Sold Entity and each Sold Entity Subsidiary was formed solely for the ownership of the Underlying Property (directly or indirectly) and has not engaged in any other business activities.

• No Seller Party, and neither the Sold Entity or any Sold Entity Subsidiary has any liability under Employee Retirement Income Security Act (“ERISA”) directly or through any Affiliate.

• No Seller Party, and neither the Sold Entity or any Sold Entity Subsidiary is subject or party to any collective bargaining agreement.

• Change of Ownership Purchaser or a Purchaser Designee acquires the shares in a Sold Entity or a JV Majority Participation which employs any of the Business Employees; such legal entity being an existing Affiliate of Seller as of the Signing Date.

• Seller and the applicable Seller Entity, at their own expense, have the sole and exclusive right to contest any assessment or other proposed adjustment of Taxes of the Sold Entity or JV Majority Participation, as applicable, that could give rise solely to Indemnifiable Taxes.

• Except for matters approved by the Conflicts Committee of the Board of Directors of Gas Services GP, none of Seller or its subsidiaries (other than any Sold Entity) (i) has borrowed money from or loaned money to any Sold Entity, (ii) has any material ownership interest in any property or asset used by the Sold Entities in the conduct of their business, or (iii) is engaged in any ongoing material transaction with any Sold Entity.

• The Sold Entities and their assets and properties are, and since January 1, 2009 have been, covered by valid insurance policies that are adequate to comply with the requirements of any applicable agreements to which any Sold Entity is a party and are in all material respects at least the minimum amounts required by, and are otherwise sufficient for purposes of, any currently Applicable Law and/or Governmental Authority.

• Each of Seller and each Sold Entity is duly organized, validly existing in good standing under the Laws of the jurisdiction of its incorporation or organization (with respect to jurisdictions that recognize the concept of good standing) and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted.

• Seller shall prepare, or cause to be prepared, (i) all Tax Returns of any Sold Entities and JV Majority Participations for any taxable period ending prior to the Closing Date and (ii) all Tax Returns of any Sold Entity for any taxable period during all or a portion of which the Sold Entity is a member of a consolidated, combined, unitary or affiliated group or a fiscal unity with Seller its Affiliates (other than the Sold Entities).

More Definitions of Sold Entity

Sold Entity means any entity wholly owned (directly or indirectly) by the Seller and now or hereafter owning one or more of the Properties to be acquired pursuant to this Agreement. If the Seller reasonably determines, prior to the Closing, that a transfer of all of Seller's interests in and to the Sold Entity to the Company or the SPE Entities (each such sequence of transactions, or any portion thereof, an "Entity Transfer") in lieu of an asset sale of such Properties as otherwise provided under this Agreement, would result in a savings in costs, expenses or other liabilities to be incurred by Seller hereunder or in connection herewith, then the Seller shall, at least ten (10) Business Days before the Closing, notify the Relevant Purchasers of Seller's desire to effectuate such Entity Transfer and the Relevant Purchasers shall, within five (5) Business Days of such notice, notify Seller of the Relevant Purchasers' approval or disapproval of such request for an Entity Transfer; provided, however, that such approval shall not be unreasonably withheld or conditioned if the cooperation required of the Relevant Purchasers to effectuate such Entity Transfer shall not result in any unreimbursed increased cost or expense (other than the expense for additional Searches) or any materially increased obligations or liabilities of the Company (other than those customarily arising in connection with the transfer of interests in an entity owning similar property or properties in lieu of transfers of the underlying property or properties). Failure of the Relevant Purchasers to respond within the aforementioned five (5) Business Day period shall be deemed approval of such Entity Transfer. The Relevant Purchasers shall reasonably cooperate with Seller to effectuate each Entity Transfer that is approved or deemed approved by the Relevant Purchasers. In connection with each such Entity Transfer, Seller shall (i) provide, in writing, as of the Closing Date, such additional representations and warranties related to such Sold Entity (or the interests in such Sold Entity that are subject to the Entity Transfer) as may be reasonably requested by the Company and customarily required in similar transactions, and (ii) provide to the Relevant Purchaser at the Closing (A) subject to the Cap, an indemnity in favor of the Relevant Purchasers for losses related to such Sold Entity for matters arising prior to the Closing Date, in form and substance reasonably satisfactory to the Company (it being ac...

Sold Entity. Sold Entity EBITDA", "Specified Assets" and "TPG" in the appropriate alphabetical order, to read in their entirety as follows: