Mexican Subsidiaries. The transaction contemplated by this Agreement involves only the transfer of the Sale Shares of the Company, a Luxembourg company, and not a transfer of shares of any other company of the group controlled by the Company. The Company indirectly owns 100% of shares in each of the following Mexican companies: Atento Mexico Holdco S. de X.X. de C.V.; Atento Servicios S.A. de C.V.; and Atento Atención y Servicios, S.A. de C.V. (collectively, the “Mexican Subsidiaries”). In order to comply with the Mexican Federal Economic Competition Law, and in particular Article 87 thereof, it is agreed that completion of the Luxembourg transaction will not have any legal or material effects in the Mexican territory until notification has been made to, and clearance obtained from, the Comisión Federal de Competencia Económica (“COFECE”) for Mexico. To ensure such absence of legal or material effect in Mexican territory, each Buyer, severally, and not jointly, undertakes to refrain from exercising any and all rights arising under the Sale Shares being purchased by such Buyer hereunder, in each case, to the extent such exercise relates to the respective capital stock, rights or assets of the Mexican Subsidiaries, including, without limitation, any and all rights with respect to sale, lease or other transfer of capital stock, rights or assets of the Mexican Subsidiaries, voting rights and rights to otherwise influence corporate decisions of, or relating to, the Mexican Subsidiaries; provided that this undertaking by such Buyer will cease to be effective on earlier of (i) the date that is 150 days following the date hereof, or such later date as determined by such Buyer to allow COFECE to examine this transaction, and (ii) the date on which COFECE shall have approved, consented to or otherwise authorized the acquisition of the Sale Shares being purchased by such Buyer.
Mexican Subsidiaries. (a) Effective as of the Amendment No. 2 Effective Date, (a) Indiana Tube Solutions de Mexico S. de X.X. de CV, a Mexican corporation (“Indiana Tube Mexico”), and Kasco Ensambly S.A. de C.V., a Mexican corporation (“Kasco Ensambly” and together with Indiana Tube Mexico, individually each, a “Mexican Subsidiary”, and collectively, “Mexican Subsidiaries”), shall cease to be “Guarantors” under the Loan Agreement and the other Financing Agreements, (b) all security interests and liens upon any and all properties and assets of the Mexican Subsidiaries heretofore granted by the Mexican Subsidiaries to Agent pursuant to the Financing Agreements shall be deemed released and terminated, (c) the Mexican Subsidiaries shall be deemed released from all obligations and liabilities under the Financing Agreements, and (d) each Mexican Subsidiary hereby releases, discharges and acquits Agent, Lenders, and their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to any Mexican Subsidiary (and its respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that any Mexican Subsidiary at any time had or has, or that its successors and assigns hereafter can or may have against Agent, Lenders and their respective officers, directors, agents or employees and its and their respective successors and assigns.
Mexican Subsidiaries. The Company shall have delivered to Parent evidence satisfactory to Parent that the Company owns at least 99.99% of the issued and outstanding shares of each of Pointer Recuperación de México, S.A. de C.V. and Pointer Logistica y Monitoreo, each, a company organized under the laws of Mexico (collectively, the “Mexican Subsidiaries”), and that each Mexican Subsidiary maintains all of the corporate books that it is required to maintain under Mexican Law.
Mexican Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents that is governed by the laws of a jurisdiction within the United States of America, no representation, warranty or covenant is given herein or in any such other Loan Document as to the enforceability or validity of any guaranty given by any Mexican Subsidiary, the pledge of the assets of any Mexican Subsidiary or the Stock issued by any Mexican Subsidiary (including, without limitation, any required consents or the registration or perfection of any Lien granted thereon).
Mexican Subsidiaries. Mexican Subsidiaries" shall mean Industrias, Inmuebles and Servicios. For purposes of the Credit Agreement, it shall be understood that the Mexican Subsidiaries form part of the Foreign Subsidiaries (as defined in the Credit Agreement).
Mexican Subsidiaries. Borrowers shall cause each of the Mexican Subsidiaries to make distributions to Borrowers on a monthly basis in an amount equal to the income of such Person (less ordinary course operating expenses and charges) net of profit sharing payments made or received by the Mexican Subsidiaries to their alliance partners in accordance with the term of their existing agreements with such alliance partners (including, for example, the Relationship Agreement, dated December 15, 1998, between Arrendadora de Equipo para el Transporte de Automoviles, S. de X.X. de C.V. and Auto Traslados sin Rodar, S.A. de C.V.), as such agreements are in effect on the Closing Date.
Mexican Subsidiaries. All of the rights and obligations of the Parties in connection with the Property and all operations related thereto shall be subject to and governed by this Agreement and by the Subsidiary Agreement (as defined below), as well as the Mexican Mining Law and its Regulations, as applicable. As soon as is reasonably practicable after the Effective Date, Magellan and GMC agree to cause Magellan Mexico and GMC Mexico, respectively, to (a) execute and deliver a Spanish-language purchase option agreement substantially similar in form and substance to this Agreement, modified as mutually agreed to by the Parties (the “Subsidiary Agreement”), and (b) execute and deliver other instruments, contracts and documents, and to take such other measures as may be necessary to accomplish the objectives of this Agreement, including making such modifications to this Agreement in the Subsidiary Agreement as may be reasonably recommended by Mexican counsel for GMC and Magellan, respectively. To the extent necessary to enforce its rights under this Agreement, in addition to any other legal or equitable remedies available to it, each of the Parties shall have the remedy of specific performance to compel the other to cause its Mexican subsidiary to take any actions contemplated under this Section 10.1.
Mexican Subsidiaries. On or after the date hereof, the Officer shall take all actions requested by the Company to transfer and convey any and all shares of capital stock in Minera Sol de Oro S.A. de C.V. and Minera Sol de Argonautas, S. De X.X. de C.V. held by the Officer to such Persons as the Company shall direct.
