Purchasing Subsidiaries definition

Purchasing Subsidiaries shall have the meaning specified in the introductory Paragraph to this Agreement.
Sample 1
Purchasing Subsidiaries means the Subsidiaries of Purchaser that are caused by Purchaser to purchase part or all of the Assets pursuant to the terms and conditions of this Agreement.
Sample 1
Purchasing Subsidiaries means the subsidiaries of Purchaser which act as purchasers under the Local Agreements.
Sample 1

Examples of Purchasing Subsidiaries in a sentence

  • Scotts and the Purchasing Subsidiaries are corporations duly organised, validly existing and in good standing under the laws of their jurisdiction of incorporation and have all requisite power and authority to own, lease and operate their respective assets, properties and businesses and to carry on their respective business as now conducted.

  • Use of such registrations and marketing, use or sale of the active ingredients of the products outside of the Field and outside of the Territory could violate the rights and obligations of Vendor, and Scotts on behalf of the Purchasing Subsidiaries and the Companies agrees to use diligent efforts to avoid improper use of registrations and marketing of such active ingredients outside of the Field.

  • Scotts and the Purchasing Subsidiaries have full authority to enter into this Agreement and to perform the obligations or obtain the rights provided for hereunder.

  • This Agreement, constitutes legal and valid obligations of Scotts and the Purchasing Subsidiaries which are enforceable, in accordance with their respective terms.

  • The Purchasing Subsidiaries shall also be liable for the payment of the notarial fees incurred by the transfer of C GmbH Shares and C HG Shares.

  • The transfer of the Shares to the Purchasing Subsidiaries shall not affect the Permits.

  • REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor hereby represents and warrants to Scotts and to the Purchasing Subsidiaries, and save as disclosed in any of the Schedules hereto or expressly provided for hereunder and subject to any matter or thing hereafter done or omitted to be done at the request or with the approval of Scotts, that each of the warranties set forth below is true and accurate at the Closing.

  • Scotts and the Purchasing Subsidiaries shall be able to call upon the present warranties even though they are no longer shareholders of the Companies.

  • If the Purchasing Subsidiaries accept the provisions for retirement as indicated in the Closing Accounts, the Purchasing Subsidiaries shall not thereafter seek to modify such provisions.

  • Except as disclosed in Schedule 8.1.25 (a)(ii), no decision in respect of the distribution or payment of dividends or any other distribution by the Companies to their shareholders, the dividends for the Shares being due to the Purchasing Subsidiaries, nor has there been any depreciation, increase or reduction of their capital.


More Definitions of Purchasing Subsidiaries

Purchasing Subsidiaries shall have the meaning set forth in Section 2.01(a)(i).
Sample 1
Purchasing Subsidiaries means Bookham Acquisition, Inc., Bookham, Inc. and a wholly-owned Swiss Subsidiary to be formed after the date hereof but prior to the Closing.
Sample 1
Purchasing Subsidiaries means the subsidiaries of Purchaser which purchase the Shares or Assets from the Selling Subsidiaries pursuant to the Local Purchase Agreements as set forth in Schedule 3.1, whether existing as of the date hereof or formed after the date hereof.
Sample 1

Related to Purchasing 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.

  • 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.

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

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

  • 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.

  • 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.

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

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • 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.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • 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.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

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

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • 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.

  • Domestic business entity means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Designated Subsidiaries means the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

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