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.

  • 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.

  • 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.

  • After the Project is completed, the 600 m3 biogas plant completed in 1993 with investment of RMB2.66 million Yuans and having an annual output of 150 m3 biogas will be removed.

  • There cidb Infrastructure already has an existing Azure platform using Microsoft system and the service provider will be expected to have the capacity or knowledge of Microsoft Azure and online SharePoint expertise.

  • 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.

  • The Buyer and the Buying Subsidiaries shall also furnish the Seller and the Selling Subsidiaries with any applicable exemption certificates, letter rulings, notifications or similar documents, including those furnished to the Buyer or a Buying Subsidiary from the appropriate taxing authority with respect to Transfer Taxes.

  • The Seller shall cause the Selling Canada Subsidiary, and the Buyer will cause the relevant Buying Subsidiary, to make a joint election under subsection 167(1) of the Excise Tax Act (Canada), and, if applicable, each similar provision of each Canadian provincial sales tax act, so that no Canadian federal goods and services tax and no provincial sales tax shall be payable with respect to the purchase and sale of the Canada Assets pursuant to this Agreement.

  • 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.

  • Each Buying Subsidiary has full corporate or limited liability company power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and to carry out the transactions contemplated thereby.

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, with respect to any specified Person:

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Participating Subsidiary means a Subsidiary which has been designated by the Administrator as covered by the Plan.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • JV Subsidiary means any Wholly-Owned Subsidiary of the Borrower that directly holds Capital Stock of a Joint Venture.

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Subsidiary of the Company or “Subsidiary” means a corporation, a majority of the outstanding voting shares of which is owned, directly or indirectly, by the Company or by one or more subsidiaries of the Company and, as used in this definition, “voting shares” means shares of a class or classes ordinarily entitled to vote for the election of the majority of the directors of a corporation irrespective of whether or not shares of any other class or classes shall have or might have the right to vote for directors by reason of the happening of any contingency;

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Principal Subsidiary means at any relevant time a Subsidiary of the Issuer:

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Joint Venture Subsidiary means each of (i) Aluminum Company of Malaysia Berhard and (ii) any other person that is a Subsidiary in which persons other than Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding, to the extent they become Restricted Subsidiaries of the Designated Company after the Closing Date, Xxxxx and Norf GmbH.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Designated Subsidiary means any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

  • Material Non Listed Indian Subsidiary means an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.