Operating Corp Sample Clauses

Operating Corp and each of the Subsidiaries have the rights to the relevant patents free of charge that are being assigned by Mr. Song Yi and the trade mark (under the name of Diguang Engine) as well as own websites and domain names (whether or not registered), which are necessary xxx the conduct of its business as now conducted without any conflict with the rights of others.
Sample 1
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Operating Corp s authorized capital stock and the issued and outstanding shares are set forth Schedule 8 (d);
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Operating Corp represents and warrants as follows:
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Operating Corp will have delivered to the Shell Corp. the following documents in form and substance reasonably satisfactory to counsel to the Shell Corp., to the requirements that:
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Operating Corp as Buyer and Antares Capital Corporation as Agent for the Lender under the Credit Agreement (such agreement being hereinafter the “Antares Agreement”), including, but not limited to, Liabilities for any Taxes in any way related to Old Xxxxx, whether imposed on any of the Companies on any theory of transferee liability, fraudulent transfer, alter ego or other theory of Liability, prior to Sellers having any obligation whatsoever to indemnify Purchaser Indemnified Parties for any such Liabilities pursuant to the terms of this Agreement. Sellers will not be obligated to indemnify, defend or hold Purchaser harmless should Purchaser fail to strictly comply with the terms and procedures for indemnification under the Antares Agreement and should Purchaser or Sellers be materially prejudiced thereby. Prior to settlement of any claim for any Taxes with Antares pursuant to the Antares Agreement, Purchaser shall seek and obtain Sellers’ Representative’s consent, which consent will not be unreasonably conditioned, delayed or withheld.
Sample 1

Related to Operating Corp

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • The Surviving Corporation Section 3.01.

  • Company Subsidiaries As of the date of this Agreement, the Company has Previously Disclosed a true, complete and correct list of each entity in which the Company, directly or indirectly, owns sufficient capital stock or holds a sufficient equity or similar interest such that it is consolidated with the Company in the financial statements of the Company or has the power to elect a majority of the board of directors or other persons performing similar functions (each, a “Company Subsidiary” and, collectively, the “Company Subsidiaries”). Except for the Company Subsidiaries and as Previously Disclosed, the Company does not own beneficially or control, directly or indirectly, more than 5% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any general partnership or party to any joint venture or similar arrangement. The Company owns, directly or indirectly, all of its interests in each Company Subsidiary free and clear of any and all Liens. No equity security of any Company Subsidiary is or may be required to be issued by reason of any option, warrant, scrip, preemptive right, right to subscribe to, gross-up right, call or commitment of any character whatsoever relating to, or security or right convertible into, shares of any capital stock or other interest of such Company Subsidiary, and there are no contracts, commitments, understandings or arrangements by which any Company Subsidiary is bound to issue additional shares of its capital stock or other interest, or any option, warrant or right to purchase or acquire any additional shares of its capital stock. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) to the fullest extent permitted by the Federal Deposit Insurance Act, as amended, and the rules and regulations of the FDIC thereunder, and all premiums and assessments required to be paid in connection therewith have been paid when due (after giving effect to any applicable extensions). The Company beneficially owns all of the outstanding capital securities of, and has sole control of, the Bank.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Surviving Corporation 6 Tax...........................................................................17

  • 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.

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