Asset Selling Subsidiaries definition

Asset Selling Subsidiaries means each Retained Subsidiary that is a seller of Transferred Assets hereunder or from which Assumed Liabilities will be assumed hereunder.
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Asset Selling Subsidiaries means Graco US Finishing Brands, Graco Australia and Graco International Holdings.
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Asset Selling Subsidiaries means certain direct and indirect Subsidiaries of TRW engaged in the Business, each of which is identified on Schedule 2.3(a) hereof, and which will be selling certain assets and transferring certain liabilities to Buyer in connection with the transactions contemplated by this Agreement.
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Examples of Asset Selling Subsidiaries in a sentence

  • The Asset Selling Subsidiaries Acquired Assets, the operation of the Liquid Finishing Business, and the assets and operations of the Acquired Subsidiaries are insured under insurance policies of the types, and providing coverage of the scope and magnitude, as are reasonable and customary for a business of a similar size operating in the industry in which the Liquid Finishing Business operates.

  • 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.

  • TRW, the Aerospace Affiliates and the Asset Selling Subsidiaries will have no obligation to make any payment to Transferred Employees after the Closing with respect to any such accrued vacation entitlement and vacation pay entitlement to the extent such liability is properly reflected on the Closing Balance Sheet.

  • 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).

  • 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.

  • The Asset Selling Subsidiaries and the Acquired Subsidiaries have all material Permits necessary for the operation of the Liquid Finishing Business as currently conducted and have procured each such item in a manner that complies in all material respects with all Applicable Laws.

  • Each of the TRW Selling Shareholders and Asset Selling Subsidiaries has all requisite corporate or other organizational power and, as of the Closing, will have the corporate or other organizational authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party.

  • To Sellers’ Knowledge, the Asset Selling Subsidiaries and the Acquired Subsidiaries have taken all reasonable actions necessary to maintain the Business Registered Intellectual Property, including compliance with any statutes requiring payments to inventors.

  • 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 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.


More Definitions of Asset Selling Subsidiaries

Asset Selling Subsidiaries. The subsidiaries of the Seller listed in Schedule 1(a)(i), which term shall include the Brazilian Subsidiary, if the Spin-Off has not been completed as of the Closing Date.
Sample 1
Asset Selling Subsidiaries means CTP, Carlisle Canada and Meizhou Seller.
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Related to Asset Selling Subsidiaries

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Seller Parent has the meaning set forth in the Preamble.

  • Group Companies means the Company and its Subsidiaries.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Company Subsidiary means any Subsidiary of the Company.

  • Target Group means the Target and its Subsidiaries.