Sub Subsidiaries definition
Examples of Sub Subsidiaries in a sentence
Section 2.2 Sub represents and warrants to Parent that all Tax Returns for any taxable year or Tax period ending on or before the Closing Date with respect to Sub and Sub Subsidiaries, excluding any Consolidated Returns, have been or shall be timely filed in accordance with all applicable laws, and all Taxes shown as due on such Returns have been or shall be paid, and any proposed deficiency asserted by any taxing authority with respect thereto has been paid or properly protested.
Section 3.3 Subject to the provisions of Section 3.1, Sub and Sub Subsidiaries shall be liable for (i) any and all Sub Taxes in respect of Consolidated Returns due or payable to Parent by Sub under Section 3.1 and (ii) any and all Taxes (other than Sub Taxes in respect of Consolidated Returns) due or payable by Sub or Sub Subsidiaries for any taxable year or Tax period (whether ending before, on or after the Closing Date).
Section 5.3 This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon any of their successors or assigns; provided, however, that none of Parent, Sub or any of the Sub Subsidiaries may assign or delegate any of its obligations hereunder without the consent of Sub (in the case of a proposed assignment or delegation by Parent) or Parent (in the case of a proposed assignment or delegation by Sub or any of the Sub Subsidiaries).
Section 5.8 Each of Parent, Sub and any of the Sub Subsidiaries agree that, in the event of any legal suit or proceeding arising in connection with this Agreement and the obligations of the parties hereunder, it shall submit to the jurisdiction of the United States District Court of Delaware and further agrees to venue in such court.
Parent shall be ------------------------------------------- responsible for the payment of all Reorganization Taxes (including Reorganization Taxes reported on Returns filed by Sub Subsidiaries).
Section 3.3 Subject to the provisions of Section 3.1, Sub and Sub Subsidiaries shall be liable for (i) any and all Sub Taxes in respect of Consolidated Returns due or payable to Parent by Sub under Section 3.1, and (ii) any and all Taxes (other than Sub Taxes in respect of Consolidated Returns) due or payable by Sub or Sub Subsidiaries for any taxable year or Tax period (whether ending before, on or after the Closing Date).
With the exception of Sub and the Sub Subsidiaries, Parent is directly or indirectly the owner of all shares of capital stock of each Parent Subsidiary.
Section 5.3 This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon any of their successors or assigns; provided, however, that none of Parent, Sub, or any of the Sub Subsidiaries may assign or delegate any of its obligations hereunder without the consent of Sub (in the case of a proposed assignment or delegation by Parent) or Parent (in the case of a proposed assignment or delegation by Sub or any of the Sub Subsidiaries).
If Sub is a member of the ADL Affiliated Group ------------- for less than an entire Consolidated Return Year, or if all of the Sub Subsidiaries that are included in a Combined Return for any period are includible for less than the entire period, the calculation of the Reorganization Tax Benefit, Federal Utilized Tax Benefit and/or Combined Utilized Tax Benefit (as appropriate) shall be similar to and consistent with the procedures set out in Section 4.2.
The Disclosure Letter contains an accurate list of the Parent Subsidiaries and the Sub Subsidiaries, their jurisdiction, date of incorporation and date of acquisition directly or indirectly by Parent, and their respective material Permits as well as material Permits the applicable entity does not have and which Parent or Sub has knowledge that it is required to have.