Transferred FH Companies definition

Transferred FH Companies means IMO AB, Imo Industries (Canada), Inc., Colfax Netherlands Holding BV, CLFX Sub Holding LLC, Allweiler GmbH, Colfax Fluid Handling Middle East Ltd., Allweiler India Private Limited (f/k/a Tushaco Pumps Private Limited), Colfax Fluid Handling Reliability Services Company (f/k/a Total Lubrication Management Company) and Colfax Pump (Weihai) Company Limited.
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Transferred FH Companies means IMO AB, Imo Industries (Canada), Inc., Colfax Netherlands Holding BV, CLFX Sub Holding LLC, Allweiler GmbH, Colfax Fluid Handling Middle East Ltd., Allweiler India Private Limited (f/k/a Tushaco Pumps Private Limited), Colfax Fluid Handling Reliability Services Company (f/k/a Total Lubrication Management Company) and Colfax Pump (Weihai) Company Limited. “Transferred FH Company Employee” shall mean each Employee employed by a Transferred FH Company. “Transferred IP Contracts” shall mean any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily located in the United States. “U.S. Transferred Pension Participants” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “VAT” means any value added Tax, goods and services Tax or any other similar Tax. “WARN Act” shall have the meaning set forth in Section 6.8. “Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person. Annex A - Page 21 EXHIBIT A FORM OF XXXX OF SALE AND ASSIGNMENT1 THIS XXXX OF SALE AND ASSIGNMENT, dated [●], 2017 (this “Xxxx of Sale”), is executed and delivered by and between [BUYER DESIGNEE], a [●] (“FH Asset Buyer”)2, and [FH ASSET SELLER], a [●] (“FH Asset Seller”).3 All capitalized words and terms used in this Xxxx of Sale and not otherw...
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Examples of Transferred FH Companies in a sentence

  • Buyer shall indemnify the Seller Indemnified Parties against any Losses arising in connection with the transfer, or attempted transfer, of the Delayed Company Interests, or the FH Shares of the Transferred FH Companies and their Closing Subsidiaries holding Delayed Company Interests, hereunder.

  • Each other Employee Benefit Plan has been maintained in material compliance with its terms and with applicable Law, except where such failure to comply or administer such plan would not, individually or in the aggregate, be reasonably expected to result in Liability for Buyer, the Transferred FH Companies or the Closing Subsidiaries.

  • Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretion.

  • The Seller has no Knowledge of any information that would preclude the Transferred FH Companies and their Closing Subsidiaries from having clear title to the FH Business Registrations.

  • None of Seller (in respect of the FH Business), the FH Share Sellers, the FH Asset Sellers, the FH Affiliates (in respect of the FH Business), the Transferred FH Companies or the Transferred FH Companies’ Closing Subsidiaries is in violation of, in conflict with, or in default under, its certificate of incorporation or by-laws (or comparable governing documents), except as would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole.

  • Seller and its Subsidiaries (other than the Transferred FH Companies and their Closing Subsidiaries) shall have the right to withdraw all Cash Equivalents of the Transferred FH Companies and their Closing Subsidiaries prior to the Closing.

  • No Employees are covered by any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices that would apply to Buyer, the Transferred FH Companies, or their Closing Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole.

  • With respect to Employees (or, where Liability may still apply to the Transferred FH Companies or their Closing Subsidiaries, Former Employees), Seller and its Affiliates have not engaged in any material unfair labor practices, as defined in the National Labor Relations Act, or materially breached the requirements of any similar Laws applicable to such Employees.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Buyer shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries) and (b) Seller, the applicable FH Share Seller or one of its Affiliates shall assume all Retained Liabilities of any Transferred FH Companies or their Closing Subsidiaries.

  • Buyer acknowledges and agrees that neither Seller nor any of the FH Share Sellers, the FH Asset Sellers nor any of their respective Subsidiaries, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Transferred FH Companies, their Closing Subsidiaries, the FH Assets, the Acquired FH Assets, the FH Business or other matters that is not specifically included in this Agreement or the Seller’s Disclosure Letter.

Related to Transferred FH Companies

  • Transferred Entities means the entities set forth on Schedule 1.9.

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

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

  • Target Companies means the Target and its Subsidiaries.

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

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

  • 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.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Transferred Assets has the meaning set forth in Section 2.1.

  • 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.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Buyer Group Member means (a) Buyer and its Affiliates, (b) directors, officers and employees of Buyer and its Affiliates and (c) the successors and assigns of the foregoing.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Partnership Group Member means any member of the Partnership Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Released Entities means released entities as such term is defined

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;