Exl's Subsidiary definition
Examples of Exl's Subsidiary in a sentence
Exl covenants agrees with Conseco that, at all times before the Effective Time, Exl will comply, and will cause Exl's Subsidiary to comply, with all covenants and provisions of this Article V, except to the extent Conseco and Acquisition otherwise consent in writing or to the extent otherwise required or permitted by this Agreement.
The authorized capital stock of Exl and Exl's Subsidiary, and the shares issued therefrom, consist solely of the shares of capital stock so listed in Section 3.4 of the Disclosure Schedule.
Exl will not declare, set aside, or pay and will cause Exl's Subsidiary to refrain from declaring, setting aside, or paying any dividend or other distribution in respect of its capital stock and from directly or indirectly redeeming, purchasing, or otherwise acquiring any of its capital stock or any interest in or right to acquire any such stock.
Except as disclosed in the Financial Statements or in the Disclosure Schedule, neither Exl nor Exl's Subsidiary has any Liability under any Benefit Plan maintained by either Exl or Exl's Subsidiary or otherwise which covers any employee who provided services to or on behalf of Exl or Exl's Subsidiary.
Each of Exl and Exl's Subsidiary will not violate, breach, or default, and will not take or fail to take any action that (with or without notice or lapse of time or both) would constitute a violation, breach, or default, in any way under any term or provision of any Material Contract to which it is a party or by which any of its Assets and Properties is or may be bound.
Each of Exl and Exl's Subsidiary will not (a) merge, consolidate, or otherwise combine or agree to merge, consolidate, or otherwise combine with any other Person, (b) acquire or agree to acquire blocks of business or all or substantially all of the Assets and Properties or capital stock or other equity securities of any other Person, or (c) otherwise acquire or agree to acquire control of any other Person.
Exl's Subsidiary is duly licensed, qualified, or admitted to do business and is in good standing in all jurisdictions in which the failure to be so licensed, qualified, or admitted and in good standing, individually or in the aggregate with other such failures, has or would reasonably be expected to have a Material Adverse Effect on its Business or Condition.
Except as would not have a Material Adverse Effect, the minute books and other similar records of Exl and Exl's Subsidiary contain a true and complete record of all actions taken at all meetings and by all written consents in lieu of meetings of its stockholders, Boards of Directors, and each committee thereof.
Exl's Subsidiary is an India corporation duly organized, validly existing, and in good standing as a private limited company under the Laws of its jurisdiction of organization, and Exl's Subsidiary has made all required filings with India authorities, including, without limitation, the India Registrar of Companies.
Any and all benefits under such Contracts paid or payable prior to the Effective Time with respect to the business, operations, affairs, or Assets and Properties of Exl or Exl's Subsidiary shall be paid or payable to it.