ILG Subsidiaries definition

ILG Subsidiaries means all direct and indirect Subsidiaries of ILG. For the avoidance of doubt, following the Effective Time, the ILG Subsidiaries shall include the Vistana Entities.
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Examples of ILG Subsidiaries in a sentence

  • ILG and the ILG Subsidiaries have good and marketable title to all ILG Vacation Ownership Interests not yet sold, subject to any pending contracts.

  • ILG and the ILG Subsidiaries have good and marketable fee simple title (or the applicable local equivalent) to all ILG Owned Real Property, subject to any Permitted Liens.

  • All ILG Registered Intellectual Property in jurisdictions where ILG and the ILG Subsidiaries conduct the ILG Business (as defined below) is subsisting and, to the knowledge of ILG, valid and enforceable.

  • Without limiting the generality of the foregoing, each of Starwood and Vistana acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to ILG or any of the ILG Subsidiaries that may have been made available to Starwood, Vistana or any of their Representatives.

  • The transactions contemplated by this Agreement are and, as of the Closing, will be exempt from ILG Rights Agreement and any other “poison pill,” anti-takeover plan or other similar device to which ILG or any of the ILG Subsidiaries is, or as of the Closing will be, a party or otherwise bound.

  • The State of Martial Rule: The Origins of Pakistan's Political Economy of Defense.New York: Cambridge University Press, 1990.Jones, Philip P.

  • None of ILG or any of the ILG Subsidiaries has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the ILG Owned Real Property, other than in the ordinary course of business consistent with past practice.

  • There are no outstanding options, warrants, rights or other securities exercisable or exchangeable for Interests of such ILG Subsidiaries, any other commitments or agreements providing for the issuance, sale, repurchase or redemption of Interests of such ILG Subsidiaries, and there are no agreements of any kind which may obligate any ILG Subsidiary to issue, purchase, redeem or otherwise acquire any of its Interests.

  • The issued and outstanding Interests of each of the ILG Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable.

  • Neither ILG nor any of the ILG Subsidiaries owns or will own (directly or indirectly, beneficially or of record) on the Closing Date, nor is ILG or any of the ILG Subsidiaries a party to any Contract for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of capital stock of Vistana (other than as contemplated by this Agreement) or Starwood.

Related to ILG Subsidiaries

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Excluded Subsidiaries means any Subsidiary of the Parent that is: (a) listed on Schedule 1.02(b) as of the Effective Date and any Restricted Subsidiary of such Subsidiary; (b) (i) a Foreign Subsidiary (other than a UK Subsidiary), (ii) a CFC or a CFC Holding Company or a Domestic Subsidiary or a UK Subsidiary of a CFC or a CFC Holding Company, (iii) a Foreign Subsidiary of a US Loan Party, or (iv) any other Subsidiary with respect to which a guarantee could result in adverse tax consequences to the Borrower, the Parent or any Subsidiary of the Parent (as reasonably determined by the Borrower), (c) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares); (d) an Immaterial Subsidiary; (e) an Unrestricted Subsidiary; (f) a Captive Insurance Subsidiary or other special purpose entity; (g) not-for-profit Subsidiary; (h) prohibited by applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Effective Date or at the time such Subsidiary became a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained; (i) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the Secured Obligations outweigh the benefits to the Lenders; (j) a Restricted Subsidiary acquired pursuant to an Acquisition financed with secured Indebtedness permitted to be incurred under Section 6.01 and each Restricted Subsidiary that is a Subsidiary thereof to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (j) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to Guarantee such secured Indebtedness or such prohibition no longer exists, as applicable; (k) a Securitization Subsidiary; or (l) a Subsidiary that does not have the legal capacity to provide a guarantee of the Secured Obligations (provided that the lack of such legal capacity does not arise from any action or omission of Borrower or any other Loan Party), in each case other than any Electing Guarantor for so long as such entity is an Electing Guarantor.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Material Subsidiaries Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Target Companies means the Company and its Subsidiaries.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

  • Consolidated Entities means any Person (other than an Investment Entity) in which the Borrower owns any Capital Stock, the accounts of which Person are consolidated with those of the Borrower in accordance with GAAP.

  • Group Companies means the Company and its Subsidiaries.

  • Operating Subsidiary means a majority-owned subsidiary of a financial