California Subsidiaries definition
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.
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 does not own or have any interest in any shares or have an ownership interest in any other Person other than the California Subsidiaries.
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.
The California Company owns all of its equity interest in the California Subsidiaries free and clear of all Encumbrances.
Centene shall ensure that the following California Subsidiaries undertake the activities described in items a.
Centene shall work with each of the California Subsidiaries to develop and implement consistent delegation oversight standards to ensure the California Subsidiaries comply with the requirements of Section 1370 and Rule 1300.70.
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.
Centene and its California Subsidiaries shall issue payment of any penalty associated with a Letter of Agreement (“LOA) to resolve an enforcement action brought by the Department within 15 business days of the date the Department sends the LOA to the Plan.