Subsidiary Transferor shall have the meaning set forth in Part I of Appendix C.
Subsidiary Transferor shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C of the Agreement.
Subsidiary Transferor means each Subsidiary of Seller that holds any of the Transferred Assets or Battery Companies Equity Interests, including the Subsidiaries of Seller listed on Exhibit A under the heading “Subsidiary Transferors.”
Examples of Subsidiary Transferor in a sentence
All instruments and documents reasonably required on the part of Seller and any Subsidiary Transferor to effectuate and consummate the transactions contemplated hereby shall be delivered to Purchaser and shall be in form and substance reasonably satisfactory to Purchaser.
Each of Seller and each Subsidiary Transferor has the legal capacity and power to enter into, deliver and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into, deliver and perform its obligations under this Agreement.
Purchaser shall have received a good standing certificate of Seller, each Subsidiary Transferor and Guarantor, in each case issued by the secretary of state of the state or provincial authority of the province (as applicable) of its formation.
There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to the Knowledge of Seller, threatened against, Seller, any Subsidiary Transferor or Guarantor.
None of Seller, any Subsidiary Transferor or Guarantor has any liability or obligation for any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
More Definitions of Subsidiary Transferor
Subsidiary Transferor means each Subsidiary of Seller that holds any of the Transferred Assets or Auto Care Companies Equity Interests, including the Subsidiaries of Seller listed on Exhibit A under the heading “Subsidiary Transferors.”
Subsidiary Transferor shall have the meaning set forth in the Part I of Appendix C. “Survival Period” shall have the meaning set forth in Part V of Appendix B.
Subsidiary Transferor. Pattern Henvey Inlet LP Holdings 2 LP (in respect of Project Company and GP1) Pattern Renewable Holdings Canada ULC (in respect of Property Company and GP3) App. C - 1
Subsidiary Transferor shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C of the Agreement. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.5(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.5(a). “Updated Sale Model” shall have the meaning set forth in Part I of Appendix B. “Wind Project” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part II of Appendix C of the Agreement. XXXXXXXX X-0: RULES OF CONSTRUCTION
Subsidiary Transferor shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. App. A-1 - 7 “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.4(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.4(a). “Topco” shall have the meaning set forth in Section 2.4. “Transmission Development Agreement” means that certain Transmission Development Agreement, dated as of December 22, 2015, by and among Western Interconnect LLC, a Delaware limited liability company, Tres Amigas, LLC, a Delaware limited liability company, Seller, and PWI Holdings, as amended by that certain First Amendment to the Transmission Development Agreement dated as of June 30, 2016. “Transmission Project” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part II of Appendix C of the Agreement. “Transmission Services Agreements” shall have the meaning set forth in Part I of Appendix D. “Transmission Sharing Agreements” shall have the meaning set forth in Part I of Appendix D. “Updated Disclosure Schedule” shall have the meaning set forth in Section 4.1(c). “Western Interconnect EPC Contract” shall have the meaning set forth in Part I of Appendix D. “Western Interconnect Loan Agreement” shall have the meaning set forth in Part III of Appendix D. “WI Entities” means PWI Holdings, Western Interconnect LLC, a Delaware limited liability company, and Western Interconnect Investments LLC, a Delaware limited liability company. “Wind Projects” shall have the meaning set forth in the recitals to this Agreement. “WI Pledgor” means WI Holdings Pledgor LLC. 1.1
Subsidiary Transferor means each Subsidiary of Seller that holds any of the Varta Companies Equity Interests.
Subsidiary Transferor means, with respect to each of Xxxxx Corning and Saint-Gobain, an Affiliate of Xxxxx Corning or Saint-Gobain, respectively, that is the record holder of the outstanding ownership interests in a Contributed Subsidiary.