Purchasing Subsidiary definition
Examples of Purchasing Subsidiary in a sentence
Purchaser will notify USDATA and SCP upon (i) a disposition by Purchaser of the stock of the Purchasing Subsidiary within the meaning of Treasury Regulation Section 1.367(a)-8(e)(1) or Treasury Regulation Section 1.367(a)-8(e)(2) or (ii) a disposition by Purchaser of substantially all of the Acquired Assets within the meaning of Treasury Regulation Section 1.367(a)-8(e)(3); provided, however, that no such notice shall be required if such disposition occurs more than five years following the Closing.
Any subsidiary or affiliate of Purchaser referred to in the preceding sentence is referred to herein as a "Purchasing Subsidiary." Any purported assignment or delegation in violation of this Section 10.3 will be null and void and of no force and effect.
No other corporate or shareholders proceedings or action on the part of the Purchaser and Purchasing Subsidiary is necessary to authorize this Agreement or to consummate the transactions contemplated hereby or thereby.
Seller or, as the case may be the Selling Subsidiary concerned shall be responsible for such compensation accrued due to use of employees’ inventions before the Closing Date, whereas Purchaser or, as the case may be the Purchasing Subsidiary shall be responsible for such compensation accrued due to use of employees’ inventions after the Closing Date, independent of whether or not such employees are transferred to Purchaser.
At the sites owned by the Companies and the Tarragona site for VAE emulsions the Purchaser or the Purchasing Subsidiary concerned are responsible for the management of any environmental issues (including any preexisting contamination of soil and ground water) after the Closing Date, subject to the provisions of this article 6.
To facilitate the efficient Transfer of the Transferred Assets and Assumed Liabilities, Purchaser shall establish and designate as Purchasing Subsidiaries entities organized within, or having branch offices within, the same Covered Territory as the Selling Company that holds, and Transfers to the applicable Purchasing Subsidiary, such Transferred Assets and Assumed Liabilities.
Purchaser is aware that the Purchasing Subsidiary that takes over the facility at the Tarragona site will have to enter into a long-term lease agreement for the land it uses on the Tarragona Site for the production of conventional emulsions as set forth in Schedule 8.3.2d substantially at the same terms as in effect for the Business immediately before the Closing Date and must contract with Clariant Iberica S.A. at least for the mandatory site services listed in Schedule 8.3.2e.
If the Closing in India does not occur on the Initial Closing Date, the obligation of Purchaser to consummate, or to cause the relevant Purchasing Subsidiary to consummate, the Subsequent Closing in India is subject to the satisfaction (or waiver by Purchaser in whole or in part) of the following condition, in addition to the conditions set forth in Section 8.02.
Purchaser is aware that the Purchasing Subsidiary which takes over the facilities at the Höchst site will have to enter into a long-term lease agreement for the land used by the Business at the Höchst site as set forth in Schedule 8.3.2b substantially at the same terms as in effect for the Business immediately before the Closing Date and must contract with InfraServ GmbH & Co. Höchst KG at least for the mandatory site services listed in Schedule 8.3.2c.
No representation or warranty of the Purchaser or the Purchasing Subsidiary in this Agreement (including the Purchaser Disclosure Schedule) contains or, at the Closing Date, will contain, any untrue statement of a material fact or omits or will, at the Closing Date, omit, to state a material fact necessary in order to make the statements contained herein or therein not misleading.