Examples of Contributed Subsidiaries in a sentence
Although the Parents will be permitted to enter into a divestiture agreement prior to the Closing, any sale of Divesting Assets will take place only after the Closing (in other words, the Divesting Assets will be Conveyed to the Contributed Subsidiaries pursuant to the Contemplated Transactions at the Closing and then will be subsequently sold by the relevant Contributed Subsidiary, not by the Parents).
Each such Shared Asset will be made available to the Contributed Subsidiaries on the same economic terms (including with respect to any internal transfer pricing and cost allocations, or lack thereof, as reflected in each applicable Contributed Subsidiary’s Interim Financial Statements) as those on which such Shared Asset has been historically made available by the applicable Parent (or any member of such Parent’s Group).
Each Parent will, by the Closing Date, in respect of its Contributed Subsidiaries, cause such Contributed Subsidiaries to cease to engage in any business other than the Business.
This will include causing the Contributed Subsidiaries to distribute, divest or otherwise transfer out any assets that are not at least Primarily Used In The Business (other than Shared Assets) and to cause the recipient of such distributed, divested or transferred assets to assume and indemnify such Contributed Subsidiaries for any Liability arising under or relating to such assets.
Except for the representations and warranties of the Parents expressly set forth in this Agreement and the Transaction Documents, no such Parent or any other Person acting on Parent’s behalf makes any other express or implied representation or warranty on behalf of or with respect to the Contributed Subsidiaries, such Parent’s Business or the Contemplated Transactions.