Subcos definition
Examples of Subcos in a sentence
The Company and the Subcos are sometimes referred to herein individually as a "Transaction Party" and collectively as the "Transaction Parties." The Subcos listed on Schedule 2 to this opinion letter are sometimes referred to herein individually as a "Specified Transaction Party" and collectively as the "Specified Transaction Parties." This opinion letter is delivered to you pursuant to Section 5.03 of the Financing Agreement.
Upon the terms and conditions hereinafter set forth, Magellan agrees to cause each Subco to sell and convey to the Purchaser the Facility listed beside such Subco's name on Exhibit B, and the Purchaser agrees to purchase or cause to be purchased by a permitted designee or assignee of the Purchaser from the Subcos, the Facilities.
At the Closing, the Purchaser shall pay or cause to be paid to or at the direction of the Subcos, through a closing escrow established with the Title Company (as defined in Section 8.1(b)), the Purchase Price, as adjusted to reflect the closing adjustments and prorations provided for in this Agreement, which adjusted balance shall be payable by bank wire transfer pursuant to instructions given by the Seller to the Title Company not later than two (2) business days prior to Closing.
Except for Real Property that will be conveyed by the Seller to the Purchaser as part of the Facilities, neither Magellan nor any of the Subcos or their affiliates owns any parcel of land which is contiguous with any of the Real Property of the Facilities.
By: By: --------------------------------- -------------------------------- Title: Title: ------------------------------ ----------------------------- EXHIBIT "E" Subco's Subcontractors Subcontractor Name Subcontractor Address Telephone/Fax No. Contact Name ------------------ --------------------- ----------------- ------------ 1.
The Purchaser, Land Purchaser and the Subcos shall not be entitled to claim for any indirect or consequential Loss (including loss of profit) or punitive damages, other than in respect of fraud or for those matters referenced in subsections 9.1(e) (except breach or inaccuracy of any representation, warranty or covenant contained therein) and 9.1(f).
The Company does not have any subsidiaries or own of record or beneficially any share capital of or equity interest or investment in any Person other than the Company's wholly owned subsidiary eMobile Data International Inc., a corporation incorporated under the laws of British Columbia ("Subco"), and Subco's wholly-owned subsidiary eMobile Data, Inc., a profit corporation incorporated under the laws of Florida ("Floridaco").
Except as set forth in Part 4.8 of the Parent's Disclosure Letter, there is no action, Proceeding, claim or investigation pending against Parent or Subco before any Governmental body that if determined adversely to Parent or Subco may reasonably be expected to have a material adverse effect on the present or future operations or financial conditions of Parent or Subco, and, to the best of Parent's and Subco's Knowledge, no such action, Proceeding, claim or investigation has been Threatened.
The Purchaser and the Subcos shall have executed and delivered to the Vendor the non-competition non-solicitation agreement in the form of the agreement annexed hereto as Schedule 6.11 - Non-Competition Agreement.
All of the issued and outstanding Subco Common Shares have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the laws of its jurisdiction of organization and Subco's notice of articles and articles.