Subsidiary Seller definition

Subsidiary Seller means each Seller party hereto other than Plexus.
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Subsidiary Seller has the meaning specified in the Preamble hereto.
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Subsidiary Seller means IDT Canada Inc.
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Examples of Subsidiary Seller in a sentence

  • Each of the Seller and the Subsidiary Seller Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is party and to perform its obligations hereunder and thereunder.

  • After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

  • Other than shares of the Subsidiary, Seller does not own, have any direct or indirect interest in or have any right or obligation to acquire directly or indirectly, any shares, capital stock, securities, memberships or other interests having voting or other rights to affect the business and policies of, or ownership interests in, any Person.

  • Each Non-Debtor Subsidiary Seller and, subject to the Bankruptcy Consents, each Debtor Subsidiary Seller has, or prior to the Closing will have, all requisite corporate power and authority necessary to consummate the Transactions.

  • With respect to each such Subsidiary, Seller has accurately described to MBF its name, address, place of incorporation, each state in which it is qualified as a foreign corporation, and the percentage ownership of Seller in such Subsidiary.

  • The Guarantor, as the owner, directly or indirectly, of at least 50.1% of the outstanding shares of each Subsidiary Seller, acknowledges and agrees that it derives benefit from the purchase of Receivables from such Subsidiary Seller by the Purchaser pursuant to this Agreement.

  • No notice has been received by the Company, any Company Subsidiary, Seller or any Affiliate of Seller that any Tax return of the Company or any Company Subsidiary is under current examination by the IRS or by any state, local or foreign Tax authority or that any such examination is threatened or contemplated.

  • Upon Buyer's sale, disposition or other transfer, in whole or in part, of the Business or assets or properties of any Company or any Company Subsidiary, Seller hereby agrees that Buyer may assign, in whole or in part, any of Buyer's indemnification rights related thereto set forth in Section 7.1, 7.11 or Article IX hereof without the consent of Seller.

  • Buyer acknowledges that Seller and its Affiliates have given Buyer access to key employees, documents and facilities of the Company and its Subsidiaries and, to the extent related to the Company or any Subsidiary, Seller and its Affiliates.

  • This guaranty is an irrevocable, absolute, present and continuing guaranty of prompt performance, and is in no way conditional or contingent upon any attempt to collect from or bring action against any Subsidiary Seller, or perfect or enforce any security or upon any other action, occurrence or circumstance whatsoever.


More Definitions of Subsidiary Seller

Subsidiary Seller has the meaning ascribed to it in the Preamble of this Agreement.
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Subsidiary Seller means each of the Subsidiaries of Parent that has any right, title or interest in (i) any Other Acquired Assets or (ii) any Acquired Equity Interests, including such Affiliates as are listed on Schedule 1.1(l), and “Subsidiary Sellers” means all of such Subsidiaries.
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Subsidiary Seller has the meaning set forth in the preamble.
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Subsidiary Seller has the meaning set forth in the Equity Purchase Agreement.
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Subsidiary Seller has the meaning set forth in the Recitals.
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Related to Subsidiary Seller

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Seller Guarantor means (i) [ ] (so long as it qualifies as an Acceptable Guarantor) or (ii) any other Acceptable Guarantor.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

  • Subsidiary Agreements means said agreements collectively.

  • Subsidiary Security Agreement each Security Agreement made by each of the Subsidiary Guarantors (including any security agreement executed and delivered pursuant to subsection 8.17) in favor of the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit K hereto, as the same may be amended, supplemented or otherwise modified from time to time.

  • Seller Affiliate means any Affiliate of Seller.

  • Subsidiary Stock means any stock or other equity interest in any Subsidiary of the Corporation that is treated as a corporation for U.S. federal income tax purposes.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

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

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • 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.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • 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.

  • 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.

  • Subsidiary Agreement means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.

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

  • Seller has the meaning set forth in the preamble.