Examples of Selling Subsidiary in a sentence
The SELLER hereby represents and warrants that neither the Parent nor any Selling Subsidiary has received any written notice during the past three years from any insurance carrier regarding defects or inadequacies in the Premises wherein SELLER was notified that if not corrected would result in termination of insurance coverage or increase its insurance premium in any material respect.
Seller and Purchaser agree to allocate any subsequent adjustment to the Purchase Price or Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule.
The execution, delivery and performance of this Agreement (including the sale of the Purchased Assets) and the Seller Documents by Seller, the execution, delivery and performance of the Selling Subsidiary Documents by the Selling Subsidiaries, and the consummation of the transactions contemplated hereby and thereby require no action by the shareholders of Seller.
Seller, a Selling Subsidiary or a Transferred Subsidiary, as applicable, solely owns, free and clear of all Encumbrances other than Permitted Encumbrances all of the Transferred IP.
The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing.