Examples of Transferred Subsidiaries in a sentence
The Transferred Subsidiaries do not benefit from a favorable, specific or derogatory treatment with respect to Taxes (including any Tax exemptions, Tax holidays, Tax deferrals, Tax incentives or other preferential Tax treatments or Tax rebates) which will be modified, forfeited or terminated as a consequence of the Acquisition contemplated in this Agreement.
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Bank nor any of the Transferred Subsidiaries, nor to the Knowledge of Sellers, any other party thereto, is in breach of any of its obligations under any Derivative Contract.
None of the Transferred Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Transferred Shares or obligating either Seller, Selling Subsidiaries or Transferred Subsidiaries to issue or sell any Transferred Shares, or any other interest in, the Transferred Subsidiaries.
Notwithstanding anything to the contrary contained in this Agreement, LivaNova, the Sellers and the Transferred Subsidiaries make no representations as to the amount or availability in any Post-Closing Tax Period of any net operating losses, credits or other Tax attributes existing as of the Closing.
In respect of any Personal Data held by the Transferred Subsidiaries or that is part of the Transferred Assets, to the Knowledge of Sellers, all information has been provided to, and all necessary consents and authorizations have been obtained from, the individuals to whom the Personal Data relates, including patients required by Information Privacy and Security Laws for the Seller Group to carry on the Business as carried on at the Binding Offer Date.