Transferred Entities. (a) Seller Parent or one of its Subsidiaries beneficially owns one hundred percent (100%) of the outstanding Equity Participations of each Transferred Entity. All of the Transferred Shares are validly issued, fully paid and nonassessable and free and clear of any and all Liens. Upon transfer of the Transferred Shares to Buyer Parent at the Closing, Buyer Parent shall own all outstanding Equity Participations of each Transferred Entity.
(b) Each Seller has the full right to sell, convey, transfer, assign and deliver the Transferred Shares owned by it to the applicable Buyer and, upon the Closing, such Buyer will have good and valid title to all such Transferred Shares, free and clear of all Liens (other than as may result from the action of the Buyers). Other than the Transferred Shares, there are (i) no Equity Participations in any Transferred Entity issued or outstanding, (ii) no Contracts with respect to the issuance, sale or transfer of Equity Participations by any Transferred Entity, (iii) no Contracts with respect to the voting of any capital stock of any Transferred Entity, (iv) no preemptive rights, rights of participation, rights of maintenance or any similar rights with respect to Equity Participations in any Transferred Entity and (v) no Contracts with respect to the voting or registration of, or restricting any Person from, purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Equity Participations in any Transferred Entity.
(c) Schedule 4.6(c) sets forth a complete and accurate list of the Persons in the Transferred Group (other than any new Persons which may be incorporated or formed to the extent necessary for the Pre-Closing Reorganization and which may form part of the Transferred Group upon Closing).
Transferred Entities. 2.2(a)(xii) CURB Assets 2.2(b)(vi) SITC Assets
Transferred Entities. Notwithstanding the foregoing, ST Pre-Closing Environmental Liability shall not include any ST Post-Closing Environmental Liability.
Transferred Entities. Section 12.1...........................................78 Transfers.................................................Section 1.3(c)..........................................5 TRW Asset Transferring Companies..........................Section 12.1...........................................78
Transferred Entities. (i) Each of the Transferred Entities is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.
(ii) Each of the Transferred Entities has all corporate or other legal powers and all Consents required under any Law to own, lease and operate its properties and to carry on its business as now conducted, except for those Consents the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Transferred Entities is duly qualified to do business as a foreign corporation, foreign limited liability company or other foreign Person and is in good standing in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualifications necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(iii) The Company has the full power and authority to execute and deliver each Ancillary Agreement to which it will be a party as contemplated hereby, and to consummate the Transactions. The execution, delivery and performance by Company of each Ancillary Agreement to which it will be a party as contemplated hereby and the consummation by Company of the Transactions are within Company’s corporate powers and have been duly authorized by all necessary corporate action. IAC has heretofore made available to Liberty or a representative of Liberty true, correct and complete copies of the certificate of incorporation and bylaws, or other comparable organizational and governing documents, of each of the Transferred Entities. Each Ancillary Agreement to which Company will be a party as contemplated hereby, when executed and delivered by Company in accordance with this Agreement, will be duly executed and delivered by it and upon such execution and delivery and at the Closing, will constitute a valid, binding and enforceable agreement of Company enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principals governing the availability of equitable remedies).
Transferred Entities. Each such Tax Return shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by Law. Seller Parent shall submit each such Tax Return (and any additional information regarding such Tax Return as may reasonably be requested by Purchaser) to Purchaser for filing at least thirty (30) business days prior to the due date for filing such Tax Return to allow Purchaser to review, comment, and object to the Tax Return based on Purchaser’s reasonable review. If Purchaser objects to such Tax Return, Purchaser shall notify Seller Parent of its objection in writing at least twenty (20) days prior to the due date for filing such Tax Return. Purchaser and Seller Parent shall negotiate in good faith in an attempt to resolve the objection to the reasonable satisfaction of both parties and, if they are unable to resolve the dispute within five (5) days of Seller Parent’s receipt of Purchaser’s written notification, the parties shall refer the disputed Tax Return to the Accounting Firm for final determination. The Accounting Firm shall make a final determination, which will be binding on both parties, at least five (5) days prior to due date for filing such Tax Return. Purchaser shall pay or cause to be paid all Taxes required to be paid with each such Tax Return, provided that Seller Parent shall be responsible for, and shall indemnify Purchaser no later than the due date of such Tax Return for, Retained Taxes shown as due on such Tax Return, except to the extent such Taxes were included in the calculation of Final Closing Date Net Working Capital.
Transferred Entities. All assets of the Transferred Entities, excluding (i) the Excluded Equity Interests and any of the equity interests in any Person (other than the Transferred Entities) and (ii) any assets of the Transferred Entities that are Excluded Assets, will be transferred to the Purchaser (or one or more of its designated Affiliates) through the transfer of the Transferred Parent Equity Interests.
Transferred Entities. The AT&T Cable Subsidiaries, any Subsidiaries of the AT&T Cable Subsidiaries immediately prior to the Closing and any Subsidiaries of AT&T that, as of the Closing, have been merged into AT&T Cable Subsidiaries or any Subsidiary of the AT&T Cable Subsidiaries, or to which the AT&T Cable Subsidiaries or any Subsidiaries of the AT&T Cable Subsidiaries is a successor under applicable law as of the Closing.
Transferred Entities. The matters set forth on Schedule 2.8(vii), Items 2-4 of the Disclosure Letter and Schedule 5.3, Items 4-6 of the Disclosure Letter as described below and any matters relating to the following entities (or their business or operations) or as a result of their transfer to Seller:
(a) On or about December 31, 2004, the Company transferred to Seller all remaining assets of American Power Technologies, Inc. (“APT”), acquired by the Company and merged into the Company in 2000. This operation was part of the commercial facilities management business and was transferred to the Seller in 2002. However, the prior asset transfer in 2002 had not transferred APT’s interest as an insured under various insurance policies to the Seller. The Seller was served in December, 2004 with a lawsuit against APT and the Company. As part of this clean up asset transfer, the Seller agreed to defend and indemnify the Company against any claims arising out of the APT assets or operations.
(b) On or about December 31, 2004, the Company transferred it’s 20% interest in CFI Solutions, Inc. to the Seller as a housekeeping item. This ownership interest is in a discontinued operation related to the commercial facility management business, was not reflected in the Company’s financials and is not part of this transaction.
(c) On or about December 31, 2004, the Company transferred it’s 20% interest in Computerized Facility Integration, LLC to the Seller as a housekeeping item. This ownership interest is in a discontinued operation related to the commercial facility management business, was not reflected in the Company’s financials and is not part of this transaction.
Transferred Entities. Each of the entities set forth on Section 2.2.1(e) of the Seller Disclosure Schedule (the “Transferred Entities”) was formerly a direct or indirect wholly owned Subsidiary of Target and has been validly transferred to Seller or a Subsidiary of Seller (other than a member of the Target Group) so as to no longer be owned by Target or any other member of the Target Group. No member of the Target Group incurred any liabilities or other obligations as a result of such transfers or in connection with the operations of the Transferred Entities.
