Transferred Subsidiary. TRANSFERRED SUBSIDIARY" has the meaning set forth in Section 2.1(b) of the Separation Agreement.
Transferred Subsidiary. TRANSFERRED SUBSIDIARY" shall have the meaning set forth in Section 2.1(b) hereof.
Transferred Subsidiary. Section 3.3 of the Seller Disclosure Schedule sets forth the name of the Transferred Subsidiary, together with its jurisdiction of organization, its authorized and outstanding capital stock or other equity interests as of the date of this Agreement, the identity of each holder of its outstanding capital stock or other equity interests as of the date of this Agreement and the number and class of shares of capital stock or other equity interests held by each such holder as of the date of this Agreement. Seller or an Other Seller has good and valid title to all of the outstanding capital stock and other equity interests of the Transferred Subsidiary, in each case, free and clear of all Liens (other than Permitted Encumbrances). All of the outstanding shares of capital stock of the Transferred Subsidiary have been validly issued and, to the extent the Transferred Subsidiary is incorporated or organized in a jurisdiction where such concepts are applicable, are fully paid and non-assessable. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the shares of capital stock of the Transferred Subsidiary (other than this Agreement) or obligating Seller or any of its Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, the Transferred Subsidiary. The Transferred Subsidiary has all requisite corporate power and authority to own, lease and operate its respective assets, and to carry on the Business as and to the extent currently conducted by the Transferred Subsidiary. The Transferred Subsidiary is duly incorporated, founded or organized, as applicable, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its incorporation, foundation or organization. The Transferred Subsidiary is duly qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of the assets held by, or the conduct of the Business conducted by, such Person requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not reasonably be expected, individually or in the aggregate with such other failures, to have a Material Adverse Effect. Nothing in this Agreement shall be construed to grant to Purchaser any right to continue to use the name “Kodak” in the name of the T...
Transferred Subsidiary. 13 ---------------------- U.S. Subsidiaries............................. 9 ----------------- WARN.......................................... 38 ---- Yolk-Free License Agreement................... 43 --------------------------- STOCK AND ASSET PURCHASE AGREEMENT STOCK AND ASSET PURCHASE AGREEMENT, dated as of July 6, 2001 (this "Agreement"), among XXXXXX FOODS CORPORATION, a Delaware corporation ("BFC"), --------- --- BFC INVESTMENTS, L.P., a Delaware limited partnership ("BFC Investments") --------------- (solely for purposes of Articles VIII, XI, XII and XIII and Sections 2.6, 3.1, 7.13, 7.14 and 9.3), BF FOODS INTERNATIONAL CORPORATION, a Delaware corporation ("BFIC") (solely for purposes of Articles VIII, XI, XII and XIII and Sections ---- 1.1, 2.6, 3.1, 7.13, 7.14 and 9.3), XXXXXX FOODS INTERNATIONAL CORPORATION, a Delaware corporation ("Xxxxxx Foods International") (solely for purposes of -------------------------- Articles VIII, XI, XII and XIII and Sections 1.1, 3.1 and 9.3), XXXXXX, INC., a New Jersey corporation ("Xxxxxx") (solely for purposes of Articles V, X, XI, XII ------ and XIII and Sections 7.5, 7.7 and 7.20), and JLL Pasta, LLC, a Delaware limited liability company ("Buyer"). -----
Transferred Subsidiary. Subject to the terms and conditions set forth herein, at the Closing, Seller and/or the applicable Seller Company shall sell, convey, assign, transfer and deliver to Buyer, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Law, and Buyer shall purchase, acquire and accept from Seller and/or the applicable Seller Company, all of Seller and/or such Seller Company’s legal and beneficial right, title and interest in the Transferred Subsidiary Shares.
Transferred Subsidiary. (a) Capitalization; Ownership. Schedule 4.04(a) sets forth the names of, and ownership percentage or amount owned by, each owner of the Transferred Subsidiary Shares. All of the outstanding Transferred Subsidiary Shares have been duly authorized, are validly issued, fully paid and nonassessable and are free of preemptive rights and were not issued in violation of any preemptive rights. All issued and outstanding Transferred Subsidiary Shares and the certificates representing such Transferred Subsidiary Shares are owned of record and beneficially by the owners as set forth on Schedule 4.04(a), free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable Law.
Transferred Subsidiary. Except as set forth on Schedule 4.20.1 attached hereto and made a part hereof:
(a) the Transferred Subsidiary has, or will have prior to the Closing Date:
(i) timely filed, or timely filed extensions with respect to, all federal, foreign, state, and local Tax Returns required to be filed by or with respect to the Transferred Subsidiary prior to the Closing Date and all such Tax Returns are true, complete and correct; and
(ii) timely paid in full, or accrued on the Closing Financial Statements, all Taxes due, or for which assessments have been received, for all periods ending prior to the Closing Date.
(b) The Transferred Subsidiary is not a party to any pending action or proceeding, nor, to Sellers' Knowledge, is any action or proceeding threatened by any Governmental Authority for the assessment or collection of any Taxes, and no claim for the assessment or collection of any Taxes has been asserted or proposed to be asserted against the Transferred Subsidiary, which has not been settled with all amounts due having been paid. There are no matters under discussion with any taxing authority which might result in the assessment of additional Taxes against or relating to the Transferred Subsidiary.
(c) There are no agreements, waivers, or other arrangements providing for an extension of time with respect to the assessment of any Tax or deficiency against or relating to the Transferred Subsidiary. There are no outstanding powers of attorney enabling any party to represent the Transferred Subsidiary with respect to Tax matters which will not be cancelled prior to Closing.
(d) All Taxes due from the Transferred Subsidiary with respect to employee income tax withholding, social security taxes, unemployment, and any similar Taxes for all periods ending prior to the Closing Date have been either paid in full prior to the Closing Date or will have been accrued as a liability on the Closing Financial Statements.
(e) All other Taxes required to have been withheld or collected by the Transferred Subsidiary have been or will have been duly withheld and collected and have been duly paid over to the proper Governmental Authority, or settled or adequately reserved for on the Closing Financial Statements, all as and to the extent prescribed by law.
(f) The reserves for Taxes on the Financial Statements (excluding any reserves for deferred taxes) are sufficient for the payment of all unpaid Taxes of the Transferred Subsidiary through the dates of such Statements and for all p...
Transferred Subsidiary. There are no outstanding shares of capital stock or other securities of the Transferred Subsidiary other than the Transferred Shares. The Seller (or a wholly-owned Subsidiary of the Seller) is the sole record and beneficial owner of and has good and marketable title to the Transferred Shares, free and clear of any lien, charge or encumbrance.
Transferred Subsidiary. 21 Section 7.35 Transitional Service Schedules............................................................21 Section 7.36 Underwriters..............................................................................21 Section 7.37
Transferred Subsidiary. The Key Holder shall have delivered to the Purchaser, the register of members of the Transferred Subsidiary certified by the registered agent or any director of the Transferred Subsidiary, reflecting the Company as the legal and beneficial owner of 100% of the issued share capital of the Transferred Subsidiary.
