Examples of Material Company Subsidiaries in a sentence
Each of the Company and each of the Material Company Subsidiaries (as defined below) is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite power and authority to carry on its business as now being conducted.
No Subsidiary other than the Material Company Subsidiaries has any material operations, or any liabilities.
Except as set forth in Section 2.20(a) of the Company Disclosure Schedule, prior to the date of this Agreement, none of the Company or any Material Company Subsidiaries has received any written notice of any intent of a Customer to terminate, cancel or materially alter its business relationship with the Company or any of the Material Company Subsidiaries.
Complete and correct copies of the certificate of incorporation and by-laws of the Company and of the certificate of incorporation and the by-laws or the equivalent organizational documents of each of the Material Company Subsidiaries as currently in effect have been made available to Parent and, as so made available, are in full force and effect, and no other organizational documents are applicable to or binding upon the Company or such Material Company Subsidiaries.
The most recent audited financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998 reflect, to the knowledge of the Company, an adequate reserve for all material Taxes payable by the Company and the Material Company Subsidiaries for all taxable periods and portions thereof through the date of such financial statements.
There is no unfair labor practice or labor arbitration proceeding or grievance pending or, to the knowledge of the Company, threatened against the Company or any of the Material Company Subsidiaries relating to their business, except for any such proceeding which would have a Company Material Adverse Effect.
Section 3.18 of the Company Disclosure Schedule sets forth a complete and accurate list of all material insurance policies providing coverage in favor of the Company and the Material Company Subsidiaries, specifying the insurer, amount of coverage and type of insurance under each policy.
Except as set forth in Section 5.4 of the Company Disclosure Schedule, each of the outstanding shares of capital stock or other equity interest of each of the Material Company Subsidiaries is owned, directly or indirectly, by the Company free and clear of all liens, pledges, security interests, claims or other encumbrances.
To the knowledge of the Company, and except as set forth in Section 5.10 of the Company Disclosure Schedule, no deficiencies for any Taxes have been proposed, asserted or assessed against the Company or any of the Material Company Subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending.
Each of the Company and the Material Company Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not constitute, individually or in the aggregate, a Company Material Adverse Effect.