Seller Retained Subsidiaries definition

Seller Retained Subsidiaries has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
Seller Retained Subsidiaries means each Subsidiary of the Company, including those listed on Schedule 1.01.
Sample 1Sample 2
Seller Retained Subsidiaries means all the subsidiaries of Seller other than the Acquired Companies.
Sample 1

Examples of Seller Retained Subsidiaries in a sentence

  • Any and all Tax sharing, allocation, indemnification or similar agreements or arrangements to which any of GFI, the IDB Subsidiaries or the Seller Retained Subsidiaries is a party or otherwise subject shall be terminated as of the Closing Date and no payments relating thereto shall be made subsequent to the Closing Date.

  • Article 4 of the 1996 Lease agreement between ConRail and Nicesca provides in pertinent part: “Lessee shall use the Premises solely for a freight rail facility for the receipt and storage of rail cars, unloading of commodities…installation of tracks, butler type warehouse buildings, paving and grading and for no other purpose.” The CSX property leased to Nicesca is located in both New Haven and North Haven.

  • Effective as of the Closing, IDB Buyer agrees that all intercompany receivables or payables and loans existing and outstanding as of the Closing Date between the Seller Retained Subsidiaries, on the one hand, and any IDB Buyer Related Party, on the other hand, shall be settled (whether in the ordinary course of business or by way of capital contribution, gift, distribution, dividend or otherwise) or otherwise cancelled.

  • Seller shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Seller Retained Subsidiaries (other than the GFI Consolidated Returns) that are either Pre-Closing Tax Returns required to be filed after the Closing Date or Straddle Period Tax Returns.

  • Dick, the Seller Retained Subsidiaries and the Purchaser Retained Subsidiaries include successors thereto.

  • Exposure to even low levels of lead can cause irreversible brain and nervous system damage; young and unborn children are particularly vulnerable.

  • Dick Co. Pension Trustees (S.A.) Limited (the "Seller Retained Subsidiaries").

  • SEVERABILITY 10 Schedule 1.01 - Seller Retained Subsidiaries Schedule 2.02(a) - AFLIAC Transferred Assets Schedule 2.02(b) - AFC Transferred Assets Schedule 2.03(a) - AFLIAC Assumed Liabilities Schedule 2.03(b) - AFC Assumed Liabilities Schedule 4.02 - Releases ii RESTRUCTURING AGREEMENT RESTRUCTURING AGREEMENT dated as of December 30, 2005, among The Hanover Insurance Group, Inc.


More Definitions of Seller Retained Subsidiaries

Seller Retained Subsidiaries has the meaning specified in Section 5.04(b).
Sample 1

Related to Seller Retained Subsidiaries

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

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

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

  • 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.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Group Business Entity means;

  • 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.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • 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).

  • 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.

  • 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.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

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

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Parent Business shall have the meaning set forth in the Separation and Distribution Agreement.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.

  • Seller Parent has the meaning set forth in the Preamble.

  • Target Companies means the Company and its 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.