Railcar Subsidiary definition

Railcar Subsidiary means (a) a wholly owned (directly or indirectly) subsidiary of the Borrower which is a corporation, limited liability company or similar entity which was created for the sole purpose of owning and/or leasing Railcars predominately used in Canada or to Lessees domiciled in Canada or (b) a trust, the entire beneficial interest in which is wholly owned (directly or indirectly) by the Borrower, which was created for the sole purpose of owning and/or leasing Railcars predominately used in Canada or to Lessees domiciled in Canada, in any case, incorporated, organized or formed under the laws of any state of the United States (or the District of Columbia) or province of Canada or any other jurisdiction acceptable to the Agent.
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Railcar Subsidiary shall have the meaning set forth in the recitals hereto.
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Railcar Subsidiary shall have the meaning assigned in the first recital of this Agreement.
Sample 1

Examples of Railcar Subsidiary in a sentence

  • All of the shares in the capital stock of each Railcar Subsidiary are validly issued, fully paid and non-assessable.

  • The parties further intend that the sale shall not entitle present or former Railcar Subsidiaries employees who continue to be employed by the respective Railcar Subsidiary to receive a benefit from the Pension Plans or otherwise from Seller while employed by the respective Railcar Subsidiary, unless specifically permitted under the terms of the Assumed Plans.

  • Seller and each Railcar Subsidiary is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by Seller and each Railcar Subsidiary or the nature of the business conducted by Seller and each Railcar Subsidiary makes such qualification necessary, except in any such jurisdictions where the failure, individually or in the aggregate, to be so duly qualified or licensed would not have a Material Adverse Effect.

  • Except as it relates to any Benefit Plan, Taxes or Environmental Law (as each such term is defined in Sections 2.10, 2.11 and 2.12, respectively), Seller and each Railcar Subsidiary is in material compliance with applicable laws, ordinances, orders, rules and regulations of any Governmental Authority applicable to the Railroad Business except for non-compliance that would not have a Material Adverse Effect.

  • Neither Seller nor any Railcar Subsidiary has received any written notice of the existence or alleged existence of any oral agreements which, if in writing, would be included in the preceding sentence.

  • With respect to all such agreements described in this Section 2.16, neither Seller nor any Railcar Subsidiary has received any written notice, nor has Seller or any Railcar Subsidiary given written notice, that it or any other party to any such agreement is in material default thereunder.

  • In no event shall any such out-of-pocket fees, costs and expenses be paid, directly or indirectly, to any officer or director of Seller or any Railcar Subsidiary.

  • Further, Buyer acknowledges that upon Closing, it shall assume and be responsible for all employment, employment related and benefit obligations (except as otherwise provided in this Article V) owing to employees, former employees, or retirees of any Railcar Subsidiary as a result of employment at any time with such entity, regardless of whether such obligations arose before, on or after the Closing.

  • Buyer acknowledges that all employees, represented and non-represented, of Railcar Subsidiaries will remain employees of the respective Railcar Subsidiary, and no employment rights of any kind will be extinguished.

  • Buyer intends to purchase indirectly all of the capital stock of such Railcar Subsidiaries through newly-formed, wholly-owned subsidiaries, and to merge each such subsidiary with and into a Railcar Subsidiary immediately following such purchase of capital stock.

Related to Railcar Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

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

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

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

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

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Group Member means a member of the Partnership Group.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • 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.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Regulated Subsidiary means any Subsidiary that is (a) a Broker-Dealer Subsidiary, (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement imposed by such Governmental Authority and applicable to it or (c) subject to regulation by any Regulatory Supervising Organization.

  • Inactive Subsidiary means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

  • Major Subsidiary means a subsidiary of an issuer if

  • Seller Affiliate means any Affiliate of Seller.

  • 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).

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.