Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.
Purchased Subsidiaries. Except for the corporations listed on Schedule 1.1 (the "Purchased Subsidiaries"), the Business does not currently own any capital stock or other proprietary interest, directly or indirectly, in any corporation or other entity or interest in any joint venture, whether or not a separate legal entity is formed thereby. Schedule 1.1 correctly sets forth the corporate name and the jurisdiction of incorporation with respect to each Purchased Subsidiary. Each Purchased Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary except for any non-qualification which does not have a material adverse effect on the business, operations, properties, prospects or condition (financial or other) (a "Material Adverse Effect") of the Business. The complete articles or certificate of incorporation and by-laws of each Purchased Subsidiary, including in each case all amendments thereto, have been provided to Purchaser. All the outstanding shares of the capital stock of each class of each Purchased Subsidiary have been validly issued and are fully paid and nonassessable and are owned, beneficially and of record, by Seller free and clear of any Encumbrances. None of the Purchased Subsidiaries has issued any securities, limited liability company interests or other ownership interests in violation of any preemptive or similar rights and there are no outstanding (i) securities or other ownership interests convertible into or exchangeable for any shares of capital stock or other ownership interest of any of the Purchased Subsidiaries; (ii) subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) entitling any third party to acquire or otherwise receive from any of the Purchased Subsidiaries any shares of capital stock or other securities or ownership interests; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock or ownership interests of any of the Purchased Subsi...
Purchased Subsidiaries. Section 2.1(j)
Purchased Subsidiaries. (a) Each of the Purchased Subsidiaries is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization or incorporation, as the case may be. Each of the Purchased Subsidiaries has the requisite power and authority to own, operate and lease its properties and assets and to carry on its business in the places and in the manner currently conducted. Each of the Purchased Subsidiaries is qualified to do business as a foreign corporation or other entity, as applicable, and, to the extent applicable, is in good standing of the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to do so would not have a material adverse effect on such Purchased Subsidiary or the Business.
Purchased Subsidiaries. Notwithstanding any other provision of this Agreement, other than Sections 2.2(g), 2.2(h), 2.2(l), 2.2(m), and 2.4(b)(i), it is understood that Buyer is purchasing the Outstanding Equity Securities, and as such (a) Buyer shall not be required to purchase or assume any of the assets or liabilities of the Purchased Subsidiaries, (b) the assets and liabilities of each Purchased Subsidiary shall remain the assets and obligations of such Purchased Subsidiary, (c) the assets and liabilities of the Purchased Subsidiaries shall not be deemed to be Excluded Assets or Retained Liabilities, respectively and (d) the Purchased Subsidiary Employees on the day immediately prior to the Closing Date shall remain employees of the Purchased Subsidiaries at and immediately after the Effective Time.
Purchased Subsidiaries. 1 RCRA.........................................................21
Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing and, to the extent legally applicable, in good standing under the laws of its jurisdiction of organization. Each Purchased Subsidiary (i) has full organizational and corporate power and authority to carry on the Business as now conducted and (ii) has full corporate power and authority to own, lease and operate any and all of its properties, rights and assets in respect of the Business. Since the Balance Sheet Date and except as disclosed to Buyer prior to the date hereof, no Purchased Subsidiary has been treated as a corporation for Tax purposes.
Purchased Subsidiaries. Except for the stock or other proprietary interests of the subsidiaries of the Target Subsidiaries and their subsidiaries listed on Schedule 8.2 (the Target Subsidiaries together with such listed subsidiaries, the "Purchased Subsidiaries"), the Purchased Subsidiaries do not currently own any capital stock or other proprietary interest, directly or indirectly, in any corporation or other entity or interest in any joint venture. Schedule 8.2 sets forth the name and the jurisdiction of organization with respect to each Purchased Subsidiary. Each Purchased Subsidiary (i) is a corporation or other legal entity duly organized or formed, where applicable, is in good standing and validly existing under the laws of its jurisdiction of organization; (ii) has all requisite corporate or other entity power and authority to own, lease or otherwise hold and operate its properties and assets including the Purchased Subsidiaries that are its subsidiaries and to carry on its business as now being conducted; and (iii) to the extent applicable, is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased or otherwise held by it or the nature of the business conducted by it makes such qualification necessary, except in the case of this clause (iii), for any non-qualification which does not have a Material Adverse Effect (as defined below) on the Business. For purposes of this Agreement, the term "Material Adverse Effect" means any change or effect that, individually or taken together with all other related changes or effects occurring prior thereto, is or is reasonably likely to be materially adverse to (i) the business, assets, financial condition or results of operations of the Business taken as a whole; (ii) the ability of Seller to perform its obligations under this Agreement and the Related Documents or (iii) on the ability of Seller to consummate the transactions contemplated hereby. True and complete copies of the articles of incorporation and by-laws or other constituent documents of each member of the Seller Group and each Purchased Subsidiary, including in each case all amendments thereto, have been made available in all material respects to Purchaser. All the outstanding shares of the capital stock of each class of each Purchased Subsidiary have been duly authorized, validly issued and, except as set forth on Schedule 8.2, are fully paid and nonassessable and are owned...
Purchased Subsidiaries. 13 8.3 Corporate Action; No Conflict....................................14 8.4 Financial Statements and Related Matters.........................15 8.5
Purchased Subsidiaries. (a) The definition of “Purchased Subsidiaries” in Section 1.01(a) of the Agreement is amended by (i) deleting the words “; Texas Instruments Korea Limited (“TI Korea”)” and replacing them with the words “Sensors & Controls Korea Limited (“S&C Korea”)”, and (ii) inserting the words “; provided that S&C Korea shall not be deemed a Purchased Subsidiary for purposes of Section 2.06(a) of this Agreement (other than for purposes of the last sentence of Section 2.06(a)(i))” at the end of the definition.
