Continuing Subsidiaries definition

Continuing Subsidiaries means the Subsidiaries of the Company other than the Subsidiaries of the Company constituting Underwriters U.K.
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Continuing Subsidiaries has the meaning specified in Section 3.2.
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Continuing Subsidiaries means those entities that will be direct or indirect subsidiaries of the Company upon completion of the Reorganization, whether or not they are subsidiaries of the Company as of the date of this Agreement.
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Examples of Continuing Subsidiaries in a sentence

  • The Company and the Continuing Subsidiaries own good and marketable title to the Assets (or, with respect to Assets held pursuant to leases or licenses, valid and current leasehold interests in or licenses to the Assets), free and clear of any and all Liens, except Permitted Liens.

  • Schedule 3.13 contains a complete and accurate summary aging of all of the accounts receivable of the Company and the Continuing Subsidiaries set forth on the books and records of the Company and the Continuing Subsidiaries as of September 27, 1998, and a complete and accurate aging of all such accounts receivable, on a line item basis, with respect to the 50 largest accounts, without providing the identity of such accounts.

  • Participants in such collusion will receive no recognition as bidders or proposers for any future work of the HA until such participant shall have been reinstated as a qualified bidder or bidder.

  • New River and, to the extent within its control, Chiron also agree to use their reasonable best efforts prior to the Closing to cause the Company and the Continuing Subsidiaries to file termination statements for financing statements for which the underlying obligations have been satisfied; provided, however, that the failure to file such termination statements shall not in any way impact the obligations of the Purchaser to consummate the transactions contemplated hereby.

  • Except for the shares of the Continuing Subsidiaries and the Excluded Subsidiaries, Biopop does not own any debt or equity investment in any person other than as provided on Schedule 3.06.

  • All properties and operations of the Company and the Continuing Subsidiaries (including, without limitation, the Business) are insured for their respective benefits, in amounts as set forth on Schedule 3.18.

  • Except for the Contracts listed on Schedule 3.12, there is no material oral or written note, bond, mortgage, indenture, license, contract, lease, agreement or other instrument or obligation to which the Company or any of the Continuing Subsidiaries is a party or by which any of their respective properties are bound or that otherwise relates to the Business.

  • Upon payment of the amount set forth above to Chiron and assuming the Closing is consummated, the Chiron Debt shall be satisfied in full, and the Company, the Continuing Subsidiaries and the Excluded Subsidiaries shall not have any further liabilities to Chiron with respect to the Chiron Debt or any other debt for borrowed money or advances.

  • Each of the Company and the Continuing Subsidiaries is a corporation or partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and each has all requisite corporate or partnership power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

  • Without limiting the generality of the foregoing, but subject to the foregoing qualifications, New River and the Company shall cooperate with the Purchaser and its consultants in conducting a Year 2000 readiness review of the Company and its Continuing Subsidiaries and a review of compliance by the Company and the Continuing Subsidiaries with the matters set forth in Item 4 of Schedule 3.08.


More Definitions of Continuing Subsidiaries

Continuing Subsidiaries means, collectively, Geotek USA, Geotek U.S. Networks, Inc., Geotek License Holdings, Inc., Geotek Financing Corporation, Geotek Asia, Inc., MacDermott Communications, Inc., Cumulous Holding Corp., the Debtor Site Lessees, and Gelico, Inc.
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Continuing Subsidiaries means RepCom, Inc. and Sartell FM, Inc., wholly-owned subsidiaries of the Company.
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Continuing Subsidiaries means all, direct and indirect current and future Subsidiaries of AFHI other than the Acquired Companies.
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Related to Continuing Subsidiaries

  • 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.

  • U.S. Subsidiaries means all such Subsidiaries.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

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

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

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • 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.

  • 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 Subsidiary means a majority-owned subsidiary of a financial

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

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

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

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

  • Non-Debtor Subsidiaries means all direct and indirect subsidiaries of any Debtor that are not Debtors in the Chapter 11 Cases.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • 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.

  • 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.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • 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.

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

  • 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.