Selling Subsidiary definition

Selling Subsidiary means (i) a controlled Subsidiary of the Seller that owns or holds any right, title or interest in or to any Transferred Asset or (ii) for the limited purpose of assigning any Transferred Contracts to which such Person is a party and any Assumed Liabilities, a controlled Subsidiary of Seller Parent that executes the Assignment and Assumption Agreement.

Selling Subsidiary means any one of the foregoing Subsidiaries of Seller, individually.

Selling Subsidiary has the meaning set forth in Section 2.1.

Examples of Selling Subsidiary in a sentence

• The SELLER hereby represents and warrants that neither the Parent nor any Selling Subsidiary has received any written notice during the past three years from any insurance carrier regarding defects or inadequacies in the Premises wherein SELLER was notified that if not corrected would result in termination of insurance coverage or increase its insurance premium in any material respect.

• Seller and Purchaser agree to allocate any subsequent adjustment to the Purchase Price or Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule.

• Seller, each Selling Subsidiary and each Transferred Subsidiary is qualified and licensed to do business as a foreign entity in each other jurisdiction where the ownership or operation of the Purchased Assets or the Business would require such Seller, Selling Subsidiary or Transferred Subsidiary to be so qualified except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

• Seller, a Selling Subsidiary or a Transferred Subsidiary, as applicable, solely owns, free and clear of all Encumbrances other than Permitted Encumbrances all of the Transferred IP.

• The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing.

More Definitions of Selling Subsidiary

Selling Subsidiary or “Selling Subsidiaries” has the meaning set forth in the Recitals.

Selling Subsidiary means each of the Subsidiaries of CBS listed on ------------------ Schedule 1.1(d) and each other Subsidiary of CBS that has any right, title or interest in, to, or under the Acquired Assets or any Liabilities included in the Assumed Liabilities, but shall not include any Sold Subsidiary (unless retained by Sellers pursuant to Section 5.17).

Selling Subsidiary means any one of them.

Selling Subsidiary any Subsidiary other than a Receivables Subsidiary which is a party to a Receivables Document.

Selling Subsidiary means, on any date, each Subsidiary of Flowers in respect of which there is outstanding on such date a Loan to one or more Distributors of such Selling Subsidiary.

Selling Subsidiary as defined in the "Whereas" clauses.

Selling Subsidiary shall include any predecessor or affiliate of each of them); or (3) any amount paid by Buyer or any Buyer Indemnitee with respect to any of the environmental matters identified on the Phase I Report (the "Environmental Indemnity"); and