California Subsidiaries definition

California Subsidiaries means Mirant Delta, LLC, Mirant Potrero, LLC, Mirant California Investments, Inc. and Mirant California, LLC.
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California Subsidiaries has the meaning set forth on Schedule 3.04.
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California Subsidiaries means the Excluded Subsidiaries set forth on Part C of Schedule 4.01(b) hereto and the Captive Professional Corporations set forth on Part D of Schedule 4.01(b) hereto.
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Examples of California Subsidiaries in a sentence

  • All of the outstanding shares of capital stock of each of the corporate California Subsidiaries are fully paid and non-assessable.

  • Notwithstanding any other provision of this Agreement, in order to facilitate and reduce the administrative burden of Buyer’s acquisition of the California Company and the California Subsidiaries, Seller Parties may undertake a reorganization of the California Company and the California Subsidiaries, provided that such reorganization does not create any adverse tax consequences or any materially adverse consequences to the Buyer or the Parent.

  • To the extent that the California Company and the California Subsidiaries become subsidiaries of the Company, Buyer and Parent will no longer purchase the California Interest directly and this Agreement shall be deemed to have been amended accordingly.

  • Such reorganization may include such entities becoming subsidiaries of the Company and/or Seller Parties may elect to treat the California Company and/or the California Subsidiaries as corporations for U.S. federal and state income tax purposes.

  • The California Company owns all of its equity interest in the California Subsidiaries free and clear of all Encumbrances.

  • The California Company does not own or have any interest in any shares or have an ownership interest in any other Person other than the California Subsidiaries.

  • We have relied upon the opinion of Baker & Hostetler LLP, California counsel to the California Subsidiaries, as to matters of California law governing the corporate power of the California Subsidiaries to enter into and perform the Indenture and the due authorization by such parties of the Indenture.

  • To the extent that a California Subsidiary delegates any function or responsibility that is the Subsidiary’s obligation under the Xxxx-Xxxxx Act, the oversight standards shall require all delegation agreements between each of the California Subsidiaries and their delegates to include provisions requiring the delegating health plan to document, track and evaluate all delegated functions to ensure the delegate’s operations are appropriate, effective and comply with applicable Xxxx-Xxxxx Act requirements.

  • If Centene and its California Subsidiaries fail to pay within the required timeframe, a fee of $500 per day or 1% of the total penalty in the LOA, whichever is greater, shall accrue beginning the day after the due date until the penalty is paid in full.

  • After the closing date of the Acquisition, if the Parties desire to amend, change, terminate or replace their tax sharing agreements, as previously filed with and approved by the Department, the California Subsidiaries, as applicable, shall file any changes to those tax sharing agreements as a Notice of Material Modification in accordance with the standards set forth in Health and Safety Code section 1352 and Rule 1300.52.4.


More Definitions of California Subsidiaries

California Subsidiaries has the meaning set forth on Schedule 3.04. “Canadian Dollars or C$” means the lawful currency of Canada.
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Related to California Subsidiaries

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • 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.

  • 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.

  • 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.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

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

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • U.S. Subsidiaries means all such Subsidiaries.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

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

  • Company Subsidiary means any Subsidiary of the Company.

  • MergerSub has the meaning set forth in the preamble hereto.

  • SCC means the Special Conditions of Contract.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.