Buying Subsidiary definition

Buying Subsidiary has the meaning set forth in Section 7.6.
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Buying Subsidiary shall have the meaning assigned to such term in Section 5.14.
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Buying Subsidiary shall have the meaning as set forth in Section 1.3 herein.
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Examples of Buying Subsidiary in a sentence

  • The ED&F Parties shall not bring any claim against Parent or any Buying Subsidiary, and Parent and the Buying Subsidiaries shall not bring any claim against any ED&F Party, in respect of or based upon the Foreign Transfer Agreements except to the extent necessary to implement any transfer of a Transferred Company in accordance with this Agreement.

  • Where a Buying Subsidiary is so designated by Buyer, relevant provisions of this Agreement (including the provisions relating to Tax elections in Section 5.4) will refer to such Buying Subsidiary as may be relevant or necessary.

  • The Sellers shall not bring any Claim against Buyer or any Buying Subsidiary, and Buyer and the Buying Subsidiaries shall not bring any Claim against any Seller, in respect of or based upon the Foreign Transfer Agreements except to the extent necessary to implement any transfer of Shares in accordance with this Agreement.

  • There no proceedings pending or to Buyer’s knowledge, threatened, against Buyer or any Buying Subsidiary which would adversely affect the performance of Buyer under this Agreement or any other Transaction Document to which Buyer is a party or the consummation of the Transactions contemplated hereby or thereby.

  • Notwithstanding any provision hereof or any exhibit hereto and regardless of any disclosure to the Buyer, the Buyer shall not, directly or indirectly through a Buying Subsidiary, assume any Excluded Canada Liabilities.

  • Seller and the Selling Subsidiaries shall not bring any claim against Buyer or any Buying Subsidiary, and vice-versa, in respect of or based upon the Foreign Transfer Agreements save to the extent necessary to implement any transfer of the Shares, Transferred Assets or Assumed Liabilities in accordance with this Agreement.

  • No material third party consents, approvals or authorizations are necessary for the execution and consummation of the transactions contemplated hereby, nor are any such material consents, approvals or authorizations required in order for any of the Purchased Assets to be acquired by Buyer or any Buying Subsidiary, as applicable.

  • In this regard, with respect to any tangible personal property included in the Transferred Assets that will be held for resale by the Buyer or any Buying Subsidiary, the Buyer or the appropriate Buying Subsidiary shall furnish the Seller or the appropriate Selling Subsidiary at Closing with valid and proper exemption certificates and the Seller or the Selling Subsidiary shall accept such certificates with respect to any such inventory.

  • As promptly as practicable after the date hereof, Seller or a Selling Subsidiary, on the one hand, and Buyer, on the other hand, shall cause the Foreign Transfer Agreements to be prepared and, prior to or on the Closing Date (subject to the provisions of Section 2.10), executed by Seller or a Selling Subsidiary and Buyer or a Buying Subsidiary.

  • There are no pending and, to the Knowledge of the Seller, threatened, examinations, audits, actions, proceedings, investigations, legal proceedings, disputes, or claims against the Seller or any of the Selling Subsidiaries with respect to any Taxes the underpayment or nonpayment of which could result in a claim or Lien upon the Buyer, any Buying Subsidiary, the Transferred Assets, or the Transferred Business.

Related to Buying Subsidiary

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.