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Transferred Subsidiaries Sample Clauses

Transferred Subsidiaries. (a) Section 3.3 of the Seller Disclosure Letter sets forth for each Transferred Subsidiary: (i) its authorized capital stock; (ii) number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests; and (iii) the current ownership of such shares, partnership interests or similar ownership interests. All of the Transferred Shares are validly issued, fully paid and nonassessable. 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. There are no outstanding Contracts of the Transferred Subsidiaries to repurchase, redeem or otherwise acquire any shares of common stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Transferred Shares. (b) Seller has made available to Purchaser accurate, correct and complete copies of the organizational documents of each Transferred Subsidiary, including all amendments thereto and no Transferred Subsidiary is in material violation of any of the provisions of its organizational documents. (c) There are no other corporations, partnerships, joint ventures, associations or other entities in which a Transferred Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same and no Transferred Subsidiary is a member of any partnership nor are they a participant in any joint venture or similar arrangement.
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Transferred Subsidiaries. (i) Except as set forth in Section 3.1(c)(i) of the PMSI Disclosure Schedule, none of the direct or indirect subsidiaries (as defined in Section 9.3) of PMSI comprising the Transferred Assets (collectively, the "Transferred Subsidiaries") or the Belgian Subsidiaries, owns, operates or leases any assets in, conducts any business in, has any sales in or into or attributable to, or otherwise derives any revenues or other income from the United States of America or any of its territories or possessions. Upon payment for the Transferred Assets (including, without limitation, all of the Capital Stock of each of the Transferred Subsidiaries) as herein provided and assuming the Acquiror has the requisite power and authority to be the lawful owner of such assets, the Acquiror will acquire good title thereto, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") (other than (x) Liens created by the Acquiror and (y) the requirements of any applicable securities laws respecting limitations on the subsequent transfer of securities). Upon transfer of the Capital Stock of the Belgian Subsidiaries as provided in Section 1.3 (the "Belgian Transfer"), assuming the Acquiror has the requisite power and authority to be the lawful owner thereof, the Acquiror will acquire good title thereto, free and clear of all Liens (except as contemplated by the preceding sentence). All of the Capital Stock of each Transferred Subsidiary and each Belgian Subsidiary are owned (of record and beneficially) by PMSI, by another wholly owned subsidiary of PMSI or by PMSI and another such wholly owned subsidiary, in each case as set forth in Schedules I and II hereto. All of the outstanding shares of Capital Stock of each of the Transferred Subsidiaries and each of the Belgian Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The Transferred Assets will include all of the Capital Stock of each of the Transferred Subsidiaries. Except as otherwise specifically set forth by the Allocation Agreement or as specifically set forth in Section 3.1(c)(ii) of the PMSI Disclosure Schedule, as of the Closing (or the date of the Belgian Transfer in the case of the Belgian Subsidiaries), the Transferred Subsidiaries and the Belgian Subsidiaries shall be the sole and exclusive owners (free of all Liens) of all assets, rights, businesses and properties used...
Transferred SubsidiariesPrior to Closing, Parent shall and shall cause its Subsidiaries to: 10.4.1 cause all inter-company indebtedness owed by any Transferred Subsidiary to Parent or a Retained Subsidiary or by Parent or a Retained Subsidiary to a Transferred Subsidiary, to be eliminated so that at Closing there will be no inter-company indebtedness between Parent (or its Retained Subsidiaries) and any Transferred Subsidiaries, except for Trade Intercompany Accounts; and 10.4.2 cause each Transferred Subsidiary which holds any assets which are not related to the Business to transfer such assets to Parent or a Retained Subsidiary; and cause each Transferred Subsidiary which has any obligations constituting Retained Liabilities to assign such obligations to Parent, and Parent will assume such Retained Liabilities. 10.4.3 Parent shall indemnify Holdings and each Transferred Subsidiary for any loss, liability or Tax incurred by Holdings or such Transferred Subsidiary in connection with the actions referred to in Section 10.4.1 and Section 10.4.2.
Transferred Subsidiaries. The Company represents and warrants as to each of the Transferred Subsidiaries as follows: (i) Each Transferred Subsidiary has duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by it. All Tax Returns filed by such Transferred Subsidiary are true, correct and complete in all material respects. (ii) Each Transferred Subsidiary has paid all Taxes that are shown as due on such filed Tax Returns, and has withheld and remitted to the appropriate Tax Authority, with respect to amounts paid or owing to employees, creditors, and third parties, all Taxes it is required to have withheld. (iii) No Transferred Subsidiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a tax assessment or deficiency, nor is there any tax deficiency outstanding, proposed in writing or assessed against any Transferred Subsidiary. (iv) There are not pending or, to the knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of the Taxes or Tax matters of the Transferred Subsidiaries. (v) Each Transferred Subsidiary, other than Carter-Wallace (N.Z.) Ltd., is treated as a corporation for U.S. fexxxxx xxxxxx xax purposes. Carter-Wallace (N.Z.) Ltd. has validly elected on Form 8832 to be txxxxxx xx x xxsregarded entity for U.S. tax purposes. (vi) There are (and as of immediately following the Closing there will be) no Encumbrances on the assets of any Transferred Subsidiary relating to or attributable to Taxes, other than Encumbrances for personal property taxes not yet due and payable. (vii) No Transferred Subsidiary is a party to a Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written), nor does or will any Transferred Subsidiary owe any amount under such agreement. (viii) No adjustment relating to any Tax Return filed by any Transferred Subsidiary has been proposed in writing by any Tax Authority to any Transferred Subsidiary which has not been resolved to the satisfaction of the relevant Tax Authority. (ix) No Transferred Subsidiary is or has been included in any "consolidated," "unitary," "combined" or similar Tax Return provided for under the laws of the United States or any foreign jurisdiction for any taxable period for which the statute of limitations has not yet expired.
Transferred SubsidiariesPrior to the Closing, Seller shall convert Bucksport Leasing Company into a Delaware limited liability company in accordance with Section 266 of the Delaware General Corporation Law; provided, however, that Buyer shall bear the filing fees and legal expenses incurred by Seller associated with such conversions. Seller shall not make an election pursuant to Treasury Regulation Section 301.7701-3 with respect to Bucksport Leasing Company to be classified as an association taxable as a corporation for U.S. federal Income Tax purposes.
Transferred Subsidiaries. Original stock certificates (if available) relating to those subsidiaries transferred to the FDIC Manager listed on Exhibit 3.1
Transferred Subsidiaries. Notwithstanding anything herein to the contrary, this Agreement shall not constitute an agreement by Seller or any of its Subsidiaries to assign or transfer at Closing any equity interests or shares of capital stock of any Transferred Subsidiary, or any assets or employees of any Transferred Subsidiary, in each case that constitute Acquired Assets (collectively, “Foreign Assets”), and Seller shall not be obligated to assign or transfer, or cause its Affiliates to assign or transfer, such Foreign Assets, until such time as such assignment or transfer can be made in accordance with all applicable laws. Prior to the Closing, Seller and Buyer shall cooperate in good faith with respect to the assignment or transfer of any Foreign Assets and shall use commercially reasonable efforts to enter into, or cause their Affiliates to enter into, agreements in customary form for the transfer and assignment of any Foreign Assets, provided that such agreements will not expand the rights, obligations, responsibilities or liabilities of any of the Parties set forth in this Agreement and provided, further, that Buyer shall not be required to make any payments or agree to any material undertakings in connection therewith. In the event that any Foreign Assets are unable to be transferred at such time as all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing or relate to the assignment or transfer of the Foreign Assets) have been satisfied or waived: (i) the Parties shall use commercially reasonable efforts to amend or modify the terms of the Transition Services Agreement such that, at the Closing, (A) Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits with respect to each non-transferred Foreign Asset, and (B) Buyer would assume any related economic burden with respect to each non-transferred Foreign Asset, (ii) from and after the Closing, the Seller will cooperate in all reasonable respects to effect the assignment or transfer, or cause its Affiliates to assign or transfer, such Foreign Assets on the terms contemplated by this Agreement at such time as such assignment or transfer can be made in accordance with all applicable laws; and (iii) notwithstanding ...
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Transferred Subsidiaries. Except as set forth on Section 4.1(d) of the Company Disclosure Schedule, all of the outstanding shares of capital stock of each of the Transferred Subsidiaries are beneficially owned by the Company, directly or indirectly, and all such shares have been validly issued and are fully paid and nonassessable and are owned by either the Company or one or more of its Subsidiaries, free and clear of all Liens. Each of the Transferred Subsidiaries at Closing will have no liabilities, other than Assumed Liabilities and immaterial liabilities relating to its organization and qualification, and will have no assets, other than Acquired Assets.
Transferred Subsidiaries. The Disclosure Letter is hereby amended by replacing Section 2.01(a)(i) of the Disclosure Letter in its entirety with Annex C hereto.
Transferred Subsidiaries. None of the Transferred Subsidiaries had any assets or liabilities, except for the assets and liabilities set forth in Section 4.22 of the DISCLOSURE SCHEDULE. The Subsidiary Sale will not result in any Tax or other liability being incurred by or imposed on the Company or any Company Subsidiary.
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