Sold Entity definition

Sold Entity has the meaning assigned to such term in the definition of “Consolidated EBITDA”.
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2
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...
Sample 1

Examples of Sold Entity in a sentence

  • The Group’s amortisation policy in respect of the Operating Agreements is determined on the method reflecting the asset’s usage based on passengers volume to reflect the usage of airport activities over the concession period.

  • 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 is subject or party to any collective bargaining agreement.

  • 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 Seller, for itself and on behalf of each of its Affiliates, hereby releases and discharges the Sold Entity and each Sold Entity Subsidiary from and against each claim that such Seller or any of its Affiliates has against the Sold Entity or any Sold Entity Subsidiary, including all payables by the Sold Entity or any Sold Entity Subsidiary and each claim any Seller or any of their Affiliates that have been made in the Bankruptcy Case and including the payables by Capital Station listed on Schedule 1.05.

  • 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.

  • No Sold Entity has any material liability for Taxes of any other person as a transferee or successor, by contract, or otherwise.

  • For purposes of determining the Leverage Ratio or the Fixed Charge Coverage Ratio, (a) there shall be included in determining Consolidated EBITDA of the Borrower and its Subsidiaries for any period, without duplication, the Acquired EBITDA of any Acquired Entity or Business on a Pro Forma Basis and (b) there shall be excluded in determining Consolidated EBITDA of the Borrower and its Subsidiaries for any period, the Disposed EBITDA of any Sold Entity or Business on a Pro Forma Basis.

  • No Sold Entity has any material obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement.

  • For purposes of determining the Consolidated Leverage Ratio, (i) there shall be included in determining Consolidated EBITDA of the Company and its Subsidiaries for any period, without duplication, the Acquired EBITDA of any Acquired Entity or Business on a Pro Forma Basis and (ii) there shall be excluded in determining Consolidated EBITDA of the Company and its Subsidiaries for any period, the Disposed EBITDA of any Sold Entity or Business on a Pro Forma Basis.


More Definitions of Sold Entity

Sold Entity has the meaning set forth in Section 9.2(h).
Sample 1
Sold Entity. Sold Entity EBITDA", "Specified Assets" and "TPG" in the appropriate alphabetical order, to read in their entirety as follows:
Sample 1

Related to Sold Entity

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • 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.

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

  • 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.

  • Group Business Entity means;

  • Acquired Entities means the Company and the Company Subsidiaries.

  • 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.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Company Subsidiary means a Subsidiary of the Company.

  • Domestic business entity means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Subject Entity means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

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

  • Foreign business entity means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

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

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

  • Company Entity means each of the Company and its Subsidiaries.

  • Parent Business shall have the meaning set forth in the Separation and Distribution Agreement.