Transferred Subsidiary definition

Transferred Subsidiary has the meaning assigned to such term in Section 8.06(c)(ii).

Transferred Subsidiary means each Subsidiary of the Bank set forth on Section 3.1(a) of the Sellers’ Disclosure Schedule.

Transferred Subsidiary means the Person set forth in Section 1.1(o) of the Seller Disclosure Schedule.

Examples of Transferred Subsidiary in a sentence

• Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Transferred Subsidiary with respect to such items, except as required by applicable Law.

• Except as would not, individually or in the aggregate, reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, neither the Bank nor any Transferred Subsidiary nor, to the Knowledge of Sellers, any of their current or former directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account.

• There is no material claim pending under any of such policies with respect to the Bank or any Transferred Subsidiary as to which coverage has been denied or disputed by the underwriters of such policies.

• Except as disclosed in Section 3.16 of the Sellers’ Disclosure Schedule, each such material insurance policy is in the name of the Bank and/or one of the Transferred Subsidiaries and is in full force and effect, all premiums due and payable thereon have been paid, and none of the Bank or any Transferred Subsidiary has received written notice to the effect that any of them is in material default under any such insurance policy, and all claims thereunder have been filed in a timely fashion.

• In the event that Purchaser, any Transferred Subsidiary, or any affiliate thereof is required to repay any such refund or credit to any Governmental Entity due to the successful challenge of such refund or credit by such Governmental Entity, LivaNova shall repay to Purchaser (or such Transferred Subsidiary, as applicable) an amount equal to such refund or credit immediately upon written request therefor.

More Definitions of Transferred Subsidiary

Transferred Subsidiary has the meaning set forth in Section 2.1(b) of the Separation Agreement.

Transferred Subsidiary means, individually or collectively, the Affiliates of Guidant set forth on Schedule 1.01(d) and acquired, directly or indirectly, by way of a Share purchase pursuant to this Agreement.

Transferred Subsidiary shall have the meaning set forth in Section 2.1(b) hereof.

Transferred Subsidiary means any direct or indirect subsidiary of Guidant acquired by way of stock purchase pursuant to this Agreement.

Transferred Subsidiary has the meaning specified in Section 2.1(n).

Transferred Subsidiary means Transferred Subsidiary as specified in the Asset List.

Transferred Subsidiary means any entity that, directly or indirectly, owns Spinco Assets and/or Target Exploration Properties and/or is liable for the Spinco Liabilities, including, without limitation, Spinco and each of its subsidiaries;