Target and its Subsidiaries Sample Clauses
The "Target and its Subsidiaries" clause defines the entities that are collectively referred to as the Target in a transaction, typically including the main company being acquired and any companies it controls or owns. This clause clarifies which entities are subject to the terms, representations, and obligations set forth in the agreement, ensuring that both the parent company and its subsidiaries are covered. By specifying the scope of the Target, the clause prevents ambiguity about which entities are included, thereby ensuring comprehensive coverage and reducing the risk of disputes over the agreement’s applicability.
Target and its Subsidiaries are not delinquent in the payment of any Tax, assessment or governmental charge. Neither Target nor any of its Subsidiaries have received any notice that any Tax deficiency or delinquency has been asserted against Target or any of its Subsidiaries, and, and to the Knowledge of Target, there is no threat of such assertion.
Target and its Subsidiaries. Prior to the later of (x) the Final Completion Date (or, if earlier, the date on which the Target is re-registered as a private limited company) and (ii) the date on which the majority of the directors of the Target and its Subsidiaries have been replaced and/or are Persons appointed or approved by Holdings or Bidco, any provision of this Agreement that imposes or has the effect of imposing an obligation on Holdings or a Subsidiary of Holdings to procure that the Target or any Subsidiary of the Target takes or does not take any action (as applicable) shall be deemed satisfied if Holdings uses its reasonable endeavors to exercise its rights as a shareholder of the Target (if any) to direct that the Target or its applicable Subsidiary take or refrain from taking such action (as applicable), whether or not the Target or its applicable Subsidiary actually takes or refrains from taking such action.
Target and its Subsidiaries. (A) have observed and performed those provisions of the Pension Schemes which apply to it; and
(B) may (without the consent of any person or further payment) terminate its liability to subject to the terms of employment of the active members of the Pension Schemes but otherwise contribute to the Pension Schemes or any other arrangement to which it contributes that provides relevant benefits (as defined in section 612 of the Taxes Act 1988) at any time subject only to giving such notice (if any) as is expressly provided for in the documentation containing the current provisions governing the Pension Schemes.
Target and its Subsidiaries. Notwithstanding the fact that after the consummation of the Reorganization Terra Nova UK and its Subsidiaries will not be a Subsidiaries of the
Target and its Subsidiaries. Each of the Target and its Subsidiaries shall have executed and delivered to the Administrative Agent and the Lenders (a) a joinder supplement to the Subsidiary Guaranty, (b) a joinder agreement to the Security Agreement and such other Security Documents as the Administrative Agent requests, and (c) an officer’s certificate certifying the names of the officers of the Target or the Subsidiary, as applicable, authorized to sign such Credit Documents, together with the true signatures of such officers and certified copies of the resolutions of the board of directors of the Target or the Subsidiary, as applicable, evidencing approval of the execution and delivery of the Credit Documents being executed in connection herewith.
Target and its Subsidiaries. (i) have withheld the proper amounts necessary to comply with the tax withholding provisions of all applicable laws for all compensation paid to the officers and employees of TARGET and its Subsidiaries, (ii) have correctly prepared and duly and timely filed all returns and reports relating to those amounts withheld from their officers and employees and to their employer liability for employment taxes under the Tax Code and applicable state and local laws and (iii) have duly and timely paid and remitted to the appropriate taxing authorities the amounts withheld from their officers and employees and any additional amounts that represent their employer liability under applicable law for employment taxes.