Transferring Subsidiary definition

Transferring Subsidiary has the meaning set forth in Section 6.04.

Transferring Subsidiary has the meaning set forth in Section 11.3 of this Agreement.

Transferring Subsidiary as defined in Section 10.2.9. UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Examples of Transferring Subsidiary in a sentence

• Each Asset Transferring Subsidiary and each Intermediate Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership or operation of its Assets or the conduct of its business requires such qualification, except for failures to be so duly organized, validly existing, qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

• The Buyer shall have received a certificate dated within five (5) days before the Closing Date from the office of the Secretary of State of Minnesota certifying that Seller is validly existing and in good standing under the laws of its state of incorporation and like certificates, to the extent available, shall be provided for any Transferring Subsidiary.

• We are convinced that the OSCE participating States are capable of acting in a more intelligent and nuanced manner on security issues in order to prevent military confrontation from becoming entrenched as a norm of coexistence in Europe.

• Seller or a Transferring Subsidiary has good and marketable title to the material Transferred Copyrights and the Transferred Patents.

• The execution, delivery and performance by Seller of this Agreement and the execution, delivery and performance by Seller and each Transferring Subsidiary of the other Acquisition Documents to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, require no Seller Governmental Approvals.

More Definitions of Transferring Subsidiary

Transferring Subsidiary means, collectively, Cummins Power Generation Inc. and Cummins Filtration Inc.

Transferring Subsidiary means any company or trust owned by, or to be acquired by, a Transferring Company or Transferring Trust identified in Schedule 8 hereto or in any relevant Delivery Notice; Transferring Subsidiary Company means any Transferring Subsidiary which is a company;

Transferring Subsidiary as defined in Section 10.2.9.

Transferring Subsidiary means Onan Corporation.

Transferring Subsidiary is defined in Section 8.5.

Transferring Subsidiary. “Masimo Subsidiary” SPIRE SEMICONDUCTOR, LLC, a Delaware limited liability company MASIMO SEMICONDUCTOR, INC., a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President By: /s/ Xxxx X. xx Xxxx Name: Xxxx X. xx Xxxx Title: President INDEX OF TERMS Term Section Accounts Receivable 1(a)(iii) Action 4.17 Affiliate 1(d) Agreement Introduction Allocation 2.4 Assets 1(a) Assignment and Assumption Agreement 8.1(b) Assumed Liabilities 1(c) Balance Sheet Date 4.6 Benefit Plan 4.19(a) Business Recitals Closing 3 Closing Balance Sheet 2.1(d) Closing Date 3 Closing Payment 2.1 Collateral Agreements 4.3 Company Introduction Confidential Information 11.2 Damages 10.2(a) Disclosure Letter 12.7 Environmental Laws 4.29 Escrow Agent 2.1 Escrow Agreement 2.1 Escrow Fund 2.1 Escrow Period 2.1 Estimated Closing Balance Sheet 2.1(d) Excess Liabilities 1 Excluded Assets 1(b) Excluded Liabilities 1(d) Federal Acquisition Regulations 4.37(b) Financial Statements 4.6 Furniture, Fixtures and Equipment 1(a)(ix) GAAP 1(d)

Transferring Subsidiary shall have the meaning ascribed to such term in Section ‎5.11(a)(i).