The Subsidiary Sample Clauses
The Subsidiary clause defines the role and identity of a subsidiary company within the context of an agreement. It typically specifies which entities are considered subsidiaries, often by referencing ownership thresholds or control criteria, and may list them explicitly or refer to a schedule. This clause ensures clarity about which affiliated companies are included in the rights and obligations of the contract, preventing ambiguity and potential disputes regarding the scope of the agreement.
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The Subsidiary. Notes Guarantors shall, jointly and severally, unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes on a senior subordinated basis pursuant to the Subsidiary Notes Guarantees as described in Article Thirteen. The Subsidiary Notes Guarantors may be released from their obligations under the Subsidiary Notes Guarantees as described in Article Twelve and a Subsidiary Notes Guarantor may be released from its obligations under its Subsidiary Notes Guarantee as described in Article Thirteen. The Company shall (i) cause each Person that, after the Closing Date, becomes a Wholly Owned Restricted Subsidiary of the Company, as well as each other Restricted Subsidiary that guarantees any other Debt of the Company, to execute and deliver a supplemental indenture and thereby become a Subsidiary Notes Guarantor bound by the Subsidiary Notes Guarantee of the Notes in the form set forth in this Indenture (without such Subsidiary Notes Guarantor being required to execute and deliver its Subsidiary Notes Guarantee endorsed on the Notes) and (ii) deliver to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, that the Subsidiary Notes Guarantee of such Subsidiary Notes Guarantor is a valid and legally binding obligation of such Subsidiary Notes Guarantor.
The Subsidiary. EXECUTED as a DEED by [Name of Subsidiary] acting by Director ) [insert name of director] )
The Subsidiary. Borrower Security Agreement shall for any reason fail to create or there shall otherwise cease to be in existence a valid and perfected first priority security interest in the collateral purported to be covered thereby (other than as a direct result of the release thereof by the Agent or the failure of the Agent to file a continuation statement) or the Subsidiary Borrower Security Agreement shall fail to remain in full force or effect or any action shall be taken to rescind or revoke the Subsidiary Borrower Security Agreement or to assert the invalidity or unenforceability of the Subsidiary Borrower Security Agreement or any term or provisions thereof.
The Subsidiary. Oy, a corporation organized and existing under the laws of Finland, having its registered office in ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇.
The Subsidiary. (a) The Company is the sole legal and beneficial owner of all of the issued share capital of the Subsidiary, free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
(b) The information in respect of the Subsidiary set out in Part B of Schedule 2 is true and accurate.
The Subsidiary. The Subsidiary and each of the Subscriber, jointly and severally, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on exhibit 2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty exceptions"), the following representations and warranties are, to the best of their knowledge, materially accurate:
(1) Exhibit 2.2
(a) contains a complete and accurate list of all real and all personal property owned by the Subsidiary, tangible, intangible and inchoate (the term Subsidiary in the context of this Article being deemed to include all subsidiaries of the Subsidiary and sibling corporation's of the Subsidiary, the assets and operations of which are to be included among the subjects of this Agreement), and the principal terms of all patents, trademarks, copyrights, trade names, service marks, other intellectual property, franchises and licenses held by the Subsidiary for use in manufacture and sale of sporting goods or apparel, including identification of the licensor, the formulae for royalty or other payments thereunder, the expiration dates, and other terms of any extensions or renewals permitted thereunder;
(2) The operations of the several affiliated entities which comprise the total business of which the Subsidiary has been a part since its inception have been consolidated as to ownership and control under the Subsidiary, in a manner resulting in the control and ownership thereof by the Subsidiary, and, as a
The Subsidiary. Borrower shall (a) keep the Collateral in good order and repair; (b) not waste or destroy or suffer the waste or destruction of the Collateral of any part thereof; and (c) not use any of the Collateral in violation of any policy of insurance thereon.
The Subsidiary. (a) able2rent GmbH is a limited liability company with registered offices in Nuremberg, Germany, which was organized under the laws of Germany and is recorded in the commercial register (Handelsregister) of the Lower Court (Amtsgericht) of Nuremberg under registration number HRB 40067 (the “Subsidiary”).
(b) The registered share capital (Stammkapital) of the Subsidiary equals EUR 200,000 and is divided into 200,000 shares with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 1 – 200,000 pursuant to the shareholder list filed with the commercial register of Nuremberg dated December 8, 2021.
(c) The Company holds, either directly or indirectly, 100,000 shares in the Subsidiary with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 100,001 – 200,000 of the shareholder list to be filed with the commercial register of Nuremberg. The remaining 100,000 shares with a par value (Nennbetrag) of EUR 1.00 each, having the consecutive numbers 1 – 100,000 of the shareholder list to be filed with the commercial register of Nuremberg are owned by ▇▇▇▇ Vermögensverwaltungs GmbH, a company recorded in the commercial register (Handelsregister) of the Lower Court (Amtsgericht) of Nuremberg under registration number HRB 29506 (“▇▇▇▇”). No objection (Widerspruch) has been lodged against such shareholder list. In this Agreement, all shares which the Company holds in the Subsidiary are collectively referred to as the “Subsidiary Shares”, regardless of whether the number, nominal amounts and consecutive numbering of the shares or the registered share capital of the Subsidiary correspond to the aforementioned details.
(d) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is the sole registered managing director of the Subsidiary. The Subsidiary has not appointed persons holding registered power of attorney (Prokura). No other persons or companies are authorized to represent the Subsidiary, unless set forth in the commercial register.
(e) The Company and the Subsidiary are herein also collectively referred to as the “TME Companies”, and each a “TME Company”.
The Subsidiary. Purchaser shall take all necessary steps so that immediately after the Closing, the Subsidiary's assets and liabilities shall consist solely of the following:
(1) All assets owned by Purchaser and used in connection with the operation of Purchaser's Jai Alai and intertrack wagering facility in ▇▇. ▇▇erce, Florida, and all Liabilities incurr▇▇ ▇▇ connection with such operation (including, without limitation, leases, contracts, etc.). (The only real property that shall be included in such assets shall be that real property previously acquired by Purchaser from Seller.)
(2) The Assets and the Assumed Liabilities.
(3) The assumption of Purchaser's obligations to BOK incurred in connection with Purchaser's acquisition of the Seller Notes. .
(4) An interest bearing debt to Purchaser in the amount of $6,000,000.
(5) All unpaid liabilities incurred by Purchaser (and debt to Purchaser in the amount of any of such liabilities paid by Purchaser) in connection with card room gaming to be conducted by the Subsidiary and all related assets of Purchaser acquired in exchange for incurring such liabilities.
The Subsidiary. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has all necessary corporate power and authority to own or lease all of its properties and assets and to carry on its business as such business is now being conducted, and is qualified as a foreign corporation and is in good standing in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification, and where the failure to so qualify would have a Material Adverse Effect. Other than the Subsidiary, the Company does not hold or beneficially own, and has never held or beneficially owned, any other direct or indirect interest (whether it be common or preferred stock or any comparable ownership interest in any Person that is not a corporation), or any subscriptions, options, warrants, rights, calls, convertible securities or other agreements or commitments for any interest, in any Person.