Closing Subsidiary definition

Closing Subsidiary means any Subsidiary of a Transferred FH Company as of immediately prior to the Closing and after giving effect to the Pre-Closing Restructuring Transactions.
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Closing Subsidiary means any Subsidiary of a Transferred FH Company as of immediately prior to the Closing and after giving effect to the
Sample 1

Examples of Closing Subsidiary in a sentence

  • Following the Closing, Subsidiary shall pay all payables and other obligations of Company assumed hereunder by the Subsidiary, as such obligations become due in the ordinary course of business.

  • Seller shall ensure that all Assumed Pension Assets related to the Assumed Pension Liabilities shall be transferred to or held by the applicable Transferred FH Company or Closing Subsidiary.

  • From and after the Closing, the Assumed Pension Liabilities shall become or remain, as applicable, the responsibility of the applicable Transferred FH Company or Closing Subsidiary.

  • The parties hereto agree that neither Seller nor any of the Retained Subsidiaries will have any obligation to renew any letters of credit issued on behalf of any Transferred FH Company (or any Closing Subsidiary thereof) or the FH Business after the expiration of any such letter of credit.

  • Neither Seller, its Affiliates, nor any Transferred FH Company or Closing Subsidiary is required to provide any Employee or Former Employee with a gross-up, make-whole or other additional payment with respect to Taxes, interests or penalties imposed under any Tax provisions, including Code Sections 409A or 4999.

  • Only on submission of the Demand Draft, the application form will be issued.

  • Taxes attributable to Subpart F income, determined in accordance with Section 952 of the Code, of a Transferred FH Company or Closing Subsidiary that is characterized as a foreign corporation for U.S. federal income tax purposes for the taxable year including the Closing Date shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period assuming that the taxable year of the Transferred FH Company or Closing Subsidiary terminated on the Closing Date.

  • At present, some empty homes are included within the housing supply through annual allowances for conversions and demolitions, some as a part of redevelopment proposals and potentially as windfalls but only where an empty home is to be replaced by new development22.

  • The Closing Statement shall be prepared on a consolidated basis for Seller and the Acquired Subsidiaries in accordance with GAAP Consistently Applied (except as otherwise provided in the definitions of Closing Net Working Capital and Closing Subsidiary Cash).

  • Prior to Closing, Subsidiary shall amend its Articles of Incorporation to authorize 999,000,000 shares of common stock, $.001 par value, and will complete a 400,000 to 1 stock split.

Related to Closing 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.

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

  • 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.

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

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

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

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • Seller Guarantor has the meaning set forth in the introductory paragraph to this Agreement.

  • 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 Parent has the meaning set forth in the Preamble.

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

  • Parent Subsidiary means any Subsidiary of Parent.

  • 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.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

  • Holdco has the meaning set forth in the Preamble.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Issuer Subsidiary means any subsidiary of the Issuer.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

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

  • U.S. Subsidiary means any Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.