Mexican Subsidiaries Sample Clauses

Mexican Subsidiaries. The transaction contemplated by this Agreement involves only the transfer of the Sale Shares of the Company, a Luxembourg company, and not a transfer of shares of any other company of the group controlled by the Company. The Company indirectly owns 100% of shares in each of the following Mexican companies: Atento Mexico Holdco S. de X.X. de C.V.; Atento Servicios S.A. de C.V.; and Atento Atención y Servicios, S.A. de C.V. (collectively, the “Mexican Subsidiaries”). In order to comply with the Mexican Federal Economic Competition Law, and in particular Article 87 thereof, it is agreed that completion of the Luxembourg transaction will not have any legal or material effects in the Mexican territory until notification has been made to, and clearance obtained from, the Comisión Federal de Competencia Económica (“COFECE”) for Mexico. To ensure such absence of legal or material effect in Mexican territory, each Buyer, severally, and not jointly, undertakes to refrain from exercising any and all rights arising under the Sale Shares being purchased by such Buyer hereunder, in each case, to the extent such exercise relates to the respective capital stock, rights or assets of the Mexican Subsidiaries, including, without limitation, any and all rights with respect to sale, lease or other transfer of capital stock, rights or assets of the Mexican Subsidiaries, voting rights and rights to otherwise influence corporate decisions of, or relating to, the Mexican Subsidiaries; provided that this undertaking by such Buyer will cease to be effective on earlier of (i) the date that is 150 days following the date hereof, or such later date as determined by such Buyer to allow COFECE to examine this transaction, and (ii) the date on which COFECE shall have approved, consented to or otherwise authorized the acquisition of the Sale Shares being purchased by such Buyer.
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Mexican Subsidiaries. (a) Effective as of the Amendment No. 2 Effective Date, (a) Indiana Tube Solutions de Mexico S. de X.X. de CV, a Mexican corporation (“Indiana Tube Mexico”), and Kasco Ensambly S.A. de C.V., a Mexican corporation (“Kasco Ensambly” and together with Indiana Tube Mexico, individually each, a “Mexican Subsidiary”, and collectively, “Mexican Subsidiaries”), shall cease to be “Guarantors” under the Loan Agreement and the other Financing Agreements, (b) all security interests and liens upon any and all properties and assets of the Mexican Subsidiaries heretofore granted by the Mexican Subsidiaries to Agent pursuant to the Financing Agreements shall be deemed released and terminated, (c) the Mexican Subsidiaries shall be deemed released from all obligations and liabilities under the Financing Agreements, and (d) each Mexican Subsidiary hereby releases, discharges and acquits Agent, Lenders, and their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to any Mexican Subsidiary (and its respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that any Mexican Subsidiary at any time had or has, or that its successors and assigns hereafter can or may have against Agent, Lenders and their respective officers, directors, agents or employees and its and their respective successors and assigns.
Mexican Subsidiaries. The Company shall have delivered to Parent evidence satisfactory to Parent that the Company owns at least 99.99% of the issued and outstanding shares of each of Pointer Recuperación de México, S.A. de C.V. and Pointer Logistica y Monitoreo, each, a company organized under the laws of Mexico (collectively, the “Mexican Subsidiaries”), and that each Mexican Subsidiary maintains all of the corporate books that it is required to maintain under Mexican Law.
Mexican Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents that is governed by the laws of a jurisdiction within the United States of America, no representation, warranty or covenant is given herein or in any such other Loan Document as to the enforceability or validity of any guaranty given by any Mexican Subsidiary, the pledge of the assets of any Mexican Subsidiary or the Stock issued by any Mexican Subsidiary (including, without limitation, any required consents or the registration or perfection of any Lien granted thereon).
Mexican Subsidiaries. Mexican Subsidiaries" shall mean Industrias, Inmuebles and Servicios. For purposes of the Credit Agreement, it shall be understood that the Mexican Subsidiaries form part of the Foreign Subsidiaries (as defined in the Credit Agreement).
Mexican Subsidiaries. Borrowers shall cause each of the Mexican Subsidiaries to make distributions to Borrowers on a monthly basis in an amount equal to the income of such Person (less ordinary course operating expenses and charges) net of profit sharing payments made or received by the Mexican Subsidiaries to their alliance partners in accordance with the term of their existing agreements with such alliance partners (including, for example, the Relationship Agreement, dated December 15, 1998, between Arrendadora de Equipo para el Transporte de Automoviles, S. de X.X. de C.V. and Auto Traslados sin Rodar, S.A. de C.V.), as such agreements are in effect on the Closing Date.
Mexican Subsidiaries. All of the rights and obligations of the Parties in connection with the Property and all operations related thereto shall be subject to and governed by this Agreement and by the Subsidiary Agreement (as defined below), as well as the Mexican Mining Law and its Regulations, as applicable. As soon as is reasonably practicable after the Effective Date, Magellan and GMC agree to cause Magellan Mexico and GMC Mexico, respectively, to (a) execute and deliver a Spanish-language purchase option agreement substantially similar in form and substance to this Agreement, modified as mutually agreed to by the Parties (the “Subsidiary Agreement”), and (b) execute and deliver other instruments, contracts and documents, and to take such other measures as may be necessary to accomplish the objectives of this Agreement, including making such modifications to this Agreement in the Subsidiary Agreement as may be reasonably recommended by Mexican counsel for GMC and Magellan, respectively. To the extent necessary to enforce its rights under this Agreement, in addition to any other legal or equitable remedies available to it, each of the Parties shall have the remedy of specific performance to compel the other to cause its Mexican subsidiary to take any actions contemplated under this Section 10.1.
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Mexican Subsidiaries. On or after the date hereof, the Officer shall take all actions requested by the Company to transfer and convey any and all shares of capital stock in Minera Sol de Oro S.A. de C.V. and Minera Sol de Argonautas, S. De X.X. de C.V. held by the Officer to such Persons as the Company shall direct.

Related to Mexican Subsidiaries

  • Domestic Subsidiaries On the Effective Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.

  • Excluded Subsidiaries The Borrower shall have the right, at any time with prior written notice to the Agent, to (i) designate any Subsidiary as an Excluded Subsidiary in accordance with the requirements of such definition or (ii) remove any Subsidiary from being an Excluded Subsidiary; provided that with respect to any Subsidiary, after the second designation of such Subsidiary as a Non-Excluded Subsidiary from an Excluded Subsidiary, such Subsidiary may not be re-designated as an Excluded Subsidiary at a later date.

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

  • Immaterial Subsidiaries No Immaterial Subsidiary (a) owns any assets (other than assets of a de minimis nature), (b) has any liabilities (other than liabilities of a de minimis nature), or (c) engages in any business activity.

  • Certain Subsidiaries Unless pursuant to Indebtedness which is authorized pursuant to this Agreement, the Borrower will not, and the Subsidiaries of the Borrower will not, permit any creditor of a Project Finance Subsidiary to have recourse to the Borrower or any Subsidiary of the Borrower (other than such Project Finance Subsidiary) or any of their assets (other than (i) the stock or similar equity interest of the applicable Subsidiary or any Subsidiary which is an entity whose sole purpose and extent of business activities is to own the stock or similar equity interest of a Project Finance Subsidiary and (ii) with respect to a Permitted Derivative Obligation) other than recourse under Long-Term Guaranties.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Material Subsidiaries The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

  • License Subsidiaries (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License after the Sixth Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held by a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Broadcast Licenses); (ii) the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the Security Agreement all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that the foregoing transactions have been so effected).

  • Non-Guarantor Subsidiaries The Company will not at any time permit the sum of the consolidated assets of all of the Company’s Subsidiaries which are not Subsidiary Guarantors (the non-guarantor Subsidiaries being referred to collectively as the “Non-Obligor Subsidiaries”) to exceed twenty percent (20%) of the Company’s and its Subsidiaries consolidated assets. For the avoidance of doubt, Excluded Joint Ventures shall be disregarded for purposes of this Section 7.15.

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

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