Sold Subsidiaries definition

Sold Subsidiaries has the meaning set forth in the recitals.

Sold Subsidiaries means, collectively, the Subsidiaries of each Sold Company, other than any such Subsidiary the Equity Securities of which are to be transferred to the Company or to a Subsidiary of the Company (other than a Sold Company or Sold Subsidiary) prior to the Closing pursuant to the Pre-Closing Restructuring.

Sold Subsidiaries has the meaning given that term in Section 2.2(c).

Examples of Sold Subsidiaries in a sentence

• On March 29, 2000, Suez, Seagate and SSHI entered into a Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT") pursuant to which, among other things, Seagate and SSHI agreed to sell to Suez (or one of its Designees), and Suez agreed to purchase (or cause one of its Designees to purchase) from Seagate and SSHI, all outstanding Shares of the Sold Subsidiaries (as such terms are defined in the Stock Purchase Agreement) upon the terms and subject to the conditions set forth therein.

• All tax sharing or similar agreements (if any) between Seagate and its Affiliates, on the one hand, and the Sold Subsidiaries, on the other, are terminated as of the Closing Date without any further liability to any party thereto and shall be of no further force and effect.

• Seller has delivered or made available to Purchaser a true and correct copy of the Certificate of Incorporation and Bylaws of Seller and SSHI and the organizational documents of each of the Sold Subsidiaries, each as amended to date and in effect as of the date hereof, and each such instrument is in full force and effect.

• The Claiming Party shall, and shall cause its Affiliates (including Newco, the Company and the Sold Subsidiaries, if applicable) to, cooperate with the Defending Party, at the Defending Party's expense, with respect to any such effort to pursue and collect with respect thereto.

• Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes.

More Definitions of Sold Subsidiaries

Sold Subsidiaries means, collectively, each Subsidiary of a Sold Company.

Sold Subsidiaries means Brink and AAS and all Subsidiaries of Brink and AAS at the date of this Agreement, other than the Subsidiaries that are required by the terms of the Restructuring no longer to be Subsidiaries of Brink or AAS by the time of the Closing.

Sold Subsidiaries shall have the meaning set forth in the recitals to this Agreement. "Statement of Assets and Liabilities" shall mean the pro forma balance sheet of the PEPL Companies, after giving effect to the transactions contemplated by Section 2.3 of this Agreement, at September 30, 1998 as set forth in Section 1.1(c) of the Disclosure Schedule. "Straddle Period" shall mean any taxable year or period beginning before and ending after the Closing Date. "Subsidiary" shall mean, with respect to any Person, (i) each corporation, partnership, joint venture or other legal entity of which such Person owns, either directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or similar governing body of such corporation, partnership, joint venture or other legal entity and (ii) each partnership in which such Person or another Subsidiary of such Person is the general partner or otherwise controls such partnership. "Tax" shall mean any domestic or foreign, federal, state or local net income, gross income, receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, stamp or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty thereon, addition to tax or additional amount imposed by any Governmental Authority. "Tax Returns" shall mean any return, report or statement required to be filed with respect to any Tax (including any attachments thereto), including any information return, claim for refund, amended return or declaration of estimated Tax. "TGC" shall mean Trunkline Gas Company, a Delaware corporation. "TGC Cleanup Program" shall mean only those components (assessment, air system decontamination, and remediation), of the program generally described in Section 1.1(d) of the Disclosure Schedule, yet to be completed at the 6 sites as identified in Schedule 3.17(a). The remediation component of the TGC Cleanup Program shall only include the uncompleted remedial actions for PCBs and TPH (or its constituents of concern) in soils, sediment and groundwater as specifically identified in the associated assessments undertaken as part of such Program to the least stringent cleanup levels applicable to the real property as it is currently used. "W...

Sold Subsidiaries means Auto-FCAR and the Securitization Subsidiaries.

Sold Subsidiaries is defined in the third recital.

Sold Subsidiaries means those companies listed in Schedule 7;

Sold Subsidiaries shall have the meaning set forth in the recitals to this Agreement.