Ultimate Parent Sample Clauses
The "Ultimate Parent" clause defines the entity that sits at the top of a corporate group’s ownership structure, having direct or indirect control over all subsidiaries. In practice, this clause identifies the highest-level parent company, which is often relevant for determining responsibility, compliance, or reporting obligations within a group of related companies. By clearly specifying which entity is considered the ultimate parent, the clause ensures clarity in contractual relationships and helps avoid disputes about control or liability within complex corporate structures.
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Ultimate Parent. The Parties agree and acknowledge that Ultimate Parent shall be a party to this Agreement solely for the purposes of Section 1.1 (to the extent the terms defined therein are used in the following Sections and Article of this Agreement) Section 3.28, Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.6, Section 4.9, Section 4.16, Section 6.2, Section 6.12, Section 6.18 and Article IX.
Ultimate Parent. Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly:
Ultimate Parent. Guarantor is the “ultimate parent entity” (as such term is defined in the HSR Act) of, and directly or indirectly holds 100% of the consolidated assets of, the business of Aya Healthcare, Inc., Parent and their respective Subsidiaries (including all of the business of “Aya Healthcare”). Parent is a wholly owned Subsidiary of Guarantor.
Ultimate Parent. As of the date hereof, and at all times prior to the Closing, STG III, L.P. (“UPE”) is and shall be the “ultimate parent entity” (as determined in accordance with the HSR Act and the rules promulgated thereunder) of Seller.
Ultimate Parent. The ultimate parent entity of Parent, together with all affiliates of such ultimate parent entity, do not have annual net sales or total assets of One Hundred Million Dollars ($100,000,000) or more. The terms "ultimate parent entity", "affiliates", "annual net sales" and "total assets", as used in the preceding sentence, have the meanings ascribed to them in the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976 and the rules promulgated thereunder.
Ultimate Parent. Equilease is a subchapter "C" corporation (as defined by the Code) and no corporation which owns any of the issued and outstanding capital stock of Equilease includes Equilease in its consolidated federal income tax return. Equilease owns, directly or indirectly, all of the issued and outstanding capital stock of EQ.
Ultimate Parent. Ultimate Parent shall cause Parent to comply with and perform all of Parent’s obligations under this Agreement in accordance with the terms hereof.
Ultimate Parent. The Person that is to become or becomes the stockholder of the Parent in the Parent Equity Restructuring. [The next pages are the signature pages]
Ultimate Parent clause (1) of the definition of Ultimate Parent in Annex I shall be deleted and replaced as follows:
(1) Liberty Latin America and any and all successors thereto or”.
Ultimate Parent. The Performance Guarantor is the ultimate parent company of the Seller.