Transferred Entities. (a) Seller Parent or one of its Subsidiaries beneficially owns one hundred percent (100%) of the outstanding Equity Participations of each Transferred Entity. All of the Transferred Shares are validly issued, fully paid and nonassessable and free and clear of any and all Liens. Upon transfer of the Transferred Shares to Buyer Parent at the Closing, Buyer Parent shall own all outstanding Equity Participations of each Transferred Entity.
Transferred Entities. Section 12.1...........................................78 Transfers.................................................Section 1.3(c)..........................................5 TRW Asset Transferring Companies..........................Section 12.1...........................................78
Transferred Entities. Notwithstanding the foregoing, ST Pre-Closing Environmental Liability shall not include any ST Post-Closing Environmental Liability.
Transferred Entities. Each of the entities set forth on Section 2.2.1(e) of the Seller Disclosure Schedule (the “Transferred Entities”) was formerly a direct or indirect wholly owned Subsidiary of Target and has been validly transferred to Seller or a Subsidiary of Seller (other than a member of the Target Group) so as to no longer be owned by Target or any other member of the Target Group. No member of the Target Group incurred any liabilities or other obligations as a result of such transfers or in connection with the operations of the Transferred Entities.
Transferred Entities. Each such Tax Return shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law. Seller Parent shall submit each such Tax Return (and any additional information regarding such Tax Return as may reasonably be requested by Purchaser) to Purchaser for filing at least thirty (30) business days prior to the due date for filing such Tax Return to allow Purchaser to review, comment, and object to the Tax Return based on Purchaser’s reasonable review. If Purchaser objects to such Tax Return, Purchaser shall notify Seller Parent of its objection in writing at least twenty (20) days prior to the due date for filing such Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Seller Parent’s receipt of Purchaser’s written notification, the parties shall refer the disputed Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to due date for filing such Tax Return. Purchaser shall pay or cause to be paid all Taxes required to be paid with each such Tax Return, provided that Seller Parent shall be responsible for, and shall indemnify Purchaser no later than the due date of such Tax Return for, Retained Taxes shown as due on such Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.
Transferred Entities. (a) The authorized capital stock of the Company consists of 100,000 shares of Common Stock. As of the date hereof, there are outstanding 200 shares of Common Stock. All of the outstanding capital stock or other voting securities of each Transferred Entity other than the Company is duly authorized, validly existing and fully paid and non-assessable and owned by the Company, directly or indirectly, free and clear of any Lien, other than Permitted Liens. Except as set forth in Section 3.05(a) of the Seller Disclosure Schedule, no Transferred Entity, directly or indirectly, owns or has the right or the obligation to acquire any capital stock or other equity interest in any other corporation, partnership, joint venture or other entity.
Transferred Entities. The AT&T Cable Subsidiaries, any Subsidiaries of the AT&T Cable Subsidiaries immediately prior to the Closing and any Subsidiaries of AT&T that, as of the Closing, have been merged into AT&T Cable Subsidiaries or any Subsidiary of the AT&T Cable Subsidiaries, or to which the AT&T Cable Subsidiaries or any Subsidiaries of the AT&T Cable Subsidiaries is a successor under applicable law as of the Closing.
Transferred Entities. Sysorex Government Services, Inc., a wholly-owned subsidiary of Sysorex, Inc. Schedule 1.2
Transferred Entities. (i) Each of the Transferred Entities is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.
Transferred Entities. Except as set forth in Section 4.02(b) of the IAC Disclosure Schedule, the execution and delivery by Company of each Ancillary Agreement to which Company is or will be party as contemplated hereby does not and will not require any Transferred Entity to obtain any Consents under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound or make or file any Filings with any Governmental Authority, except for (i) such Consents as have previously been obtained or such Filings as have previously been made and, in each case, which are in full force and effect, (ii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iii) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 4.02(b) of the IAC Disclosure Schedule, the performance by Company of each Ancillary Agreement to which Company will be party as contemplated hereby and the consummation of the Transactions by Company does not and will not require any Transferred Entity to obtain any Consent under any Law or any Contract to which any Transferred Entity is a party or by which any of the assets or properties of any Transferred Entity is bound or make or file any Filings with any Governmental Authority, except for (i) Filings (if any) made under and the expiration or early termination (if any) of the waiting period required by the HSR Act, (ii) such Consents as have previously been obtained, or such Filings as have previously been made, and, in each case, which are in full force and effect, (iii) those Consents required to be obtained or Filings required to be made by any Liberty Party in connection with the consummation of the Transactions and (iv) such other Consents the failure of which to have been obtained, and such other Filings the failure of which to have been made, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
