Sale Subsidiaries definition

Sale Subsidiaries means, collectively, the New Holdcos and the Company Subsidiaries that are wholly owned by IPT Holdco. “SEC” means the U.S. Securities and Exchange Commission (including the staff thereof).
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Sale Subsidiaries means, collectively, the New Holdcos and the Company Subsidiaries that are wholly owned by IPT Holdco.
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Sale Subsidiaries means USLF Holdco, USLV Holdco, any Additional Holdco and each Property Owning Subsidiary (including any Asset Sale Subsidiaries).
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Examples of Sale Subsidiaries in a sentence

  • As of the Closing Date, the New Holdcos shall own all of the equity interests of each of the Sale Subsidiaries.

  • Parent shall timely pay or cause each Surviving Entity to timely pay, without deduction or withholding from any consideration or amounts payable to IPT Holdco, all Transfer Taxes, including Transfer Taxes that may become payable in connection with the contribution of any Sale Subsidiaries to any New Holdco or Asset Sale Holdco or any related pre-Closing internal structuring by the Company as is necessary to consummate the transactions contemplated hereby.

  • Company shall terminate, or cause to be terminated, at or immediately prior to the Closing, each agreement between any Sale Subsidiary, on the one hand, and Company or any Affiliates (other than the Sale Subsidiaries) of Company, on the other hand, without payment or penalty.

  • THE MERGER ‌ 38 Section 6.1Conduct of Business by Sale Subsidiaries.

  • The parties hereto agree that the Stock Sale Subsidiaries shall no longer be deemed "Subsidiaries" under the Credit Agreement or any of the Credit Documents.

  • With respect to the Business, the Seller and each of the Asset Sale Subsidiaries and the Selling Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the conduct of the Business by it makes such qualification or good standing necessary, except for any failures to be so qualified or in good standing which would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

  • To the extent transferable, all licenses, permits -------- and approvals of the Asset Sale Subsidiaries primarily relating to the Business.

  • The Executive shall be entitled to 30 Working Days' holiday with pay in every Holiday Year at times convenient to the Company.

  • Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

  • The Buyers shall have received duly ------------------- executed counterparts by the Seller and the Asset Sale Subsidiaries, as applicable, of each of the Related Agreements, and each of such Related Agreements shall be in full force and effect.


More Definitions of Sale Subsidiaries

Sale Subsidiaries means the Belgium Subsidiary, the Europe Subsidiaries and the APAC Subsidiaries, collectively.
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Related to Sale Subsidiaries

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Target Companies means the Target and its Subsidiaries.

  • Material Subsidiaries Subsidiaries of the Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Group Companies means the Company and its Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.