Asset Selling Subsidiaries definition
Examples of Asset Selling Subsidiaries in a sentence
Except as set forth in Schedule 4.16, the Seller, the Companies and the Asset Selling Subsidiaries are currently, and since 1 January 2006 have, operated, the Business in material compliance with the Business Orders.
The Seller and the relevant Asset Selling Subsidiaries own, lease or have the legal right to use all of the Tangible Personal Property free and clear of all Encumbrances, except for Permitted Encumbrances.
As of the Closing, Buyer will assume all obligations of TRW, the Aerospace Affiliates and the Asset Selling Subsidiaries to Transferred Employees for any accrued vacation entitlement and vacation pay entitlement solely to the extent such liability is properly reflected on the Closing Balance Sheet.
TRW and the Asset Selling Subsidiaries shall reasonably cooperate with Buyer to implement this Section 6.8, including, but not limited to, allowing Buyer access to the Affected Employees for interviews on a mutually convenient basis prior to the Closing Date, as well as access to their personnel records and other related information, as reasonably requested by Buyer.
Except as set forth on Schedule 4.23, each product manufactured, sold, leased or delivered by the Asset Selling Subsidiaries in connection with the Liquid Finishing Business or by the Acquired Subsidiaries was at all times when such actions occurred in material conformance with all applicable contractual obligations, including all applicable express and implied warranties.
Buyer will give the Transferred Employees full credit for their respective service with TRW and the Asset Selling Subsidiaries prior to the Closing Date for purposes of entitlement and accrual of vacation and vacation pay from and after the Closing Date (to the extent Buyer gives credit to its similarly situated employees for such purposes).
Within sixty (60) days after the receipt of a customary package of Tax information materials from TRW, Buyer shall provide to TRW a package of Tax information materials, including schedules and work papers required by TRW to enable TRW to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Acquired Assets to the extent that TRW or any of the Asset Selling Subsidiaries has transferred the relevant books and records to Buyer in connection herewith.
To Sellers’ Knowledge, except as disclosed on Schedule 4.15, each Permit that is included in the Asset Selling Subsidiaries Acquired Assets is transferable to Purchasers.
Except as disclosed on Schedule 4.15, the Asset Selling Subsidiaries and the Acquired Subsidiaries have all material Permits used in the operation of the Liquid Finishing Business as currently conducted.
The Asset Selling Subsidiaries and the Acquired Subsidiaries have purchased the number of licenses for all Computer Systems necessary to conduct the Liquid Finishing Business as it was conducted prior to Closing.