Core Subsidiaries definition

Core Subsidiaries means each of SPP Distribution and Eustream, (in each case being a "Core Subsidiary"), provided that each such company shall respectively only be treated as a Core Subsidiary for the purpose of this Agreement from the point in time when the transfer of business activities to it contemplated in Recital (T) took place.
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Core Subsidiaries means MECS Engineering Co., a kabushiki kaisha ----------------- organized and existing under the laws of Japan, MECS Material Inc., a kabushiki kaisha organized and existing under the laws of Japan, MECS Robotech USA Inc., a California corporation, and MECS Korea Inc., a corporation organized and existing under the laws of The Republic of South Korea.
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Core Subsidiaries means the Subsidiaries of the Borrower identified in Part I, Appendix A to this Agreement;
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Examples of Core Subsidiaries in a sentence

  • PPL Montana shall not and shall not permit any of its Core Subsidiaries to, voluntarily take any action which would cause PPL Montana or its Core Subsidiaries to be treated as an association taxable as a corporation for federal income tax purposes.

  • PPL Montana will and will cause each of its Core Subsidiaries to, maintain, with financially sound and reputable insurance companies insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.

  • In preparing the Group Strategic Plan, the Board of Directors shall take into account the positions and requests conveyed to it by the Subsidiary Boards of Directors with respect to the development of their respective Core Subsidiaries.

  • The designation of a Core Subsidiary as an Additional Subsidiary shall constitute an Asset Sale and shall be subject to the provisions of Section 6.3. If a Core Subsidiary is designated as an Additional Subsidiary, the aggregate fair market value of all outstanding Investments owned by PPL Montana and its Core Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation.

  • PPL Montana shall not directly, and shall not permit any of its Core Subsidiaries to, engage in any business other than a Permitted Business.

  • Each of the Company and the Core Subsidiaries has all necessary corporate power and authority required in connection with its present and contemplated business, operations, properties and assets.

  • The Company and each of the Core Subsidiaries ------------------- has good, valid and marketable title to all of the properties and assets (personal and mixed, tangible and intangible) which it purports to own, including, without limitation, all the properties and assets listed on Schedules --------- 3.11, 3.12, 3.14 and 3.17 attached hereto, except as specifically noted in such ------------------------- Schedules.

  • It is acknowledged and agreed that PSLA will not assume any obligations of the Core Subsidiaries or indemnify any of the Core Parties for the same, but said subsidiaries shall not be released from any existing liabilities, except as set forth herein.

  • The Company and each of the Core Subsidiaries presently is in ------ compliance with all laws, statutes, ordinances, rules, regulations and orders relating to zoning and land use restrictions which are applicable to any portion of their respective business or operations, other than events of non-compliance which would not individually or in the aggregate have a material adverse effect on the Company or any of the Core Subsidiaries.

  • The Selling Shareholder shall, and shall cause the Company to, and the Company shall cause the Core Subsidiaries to, cooperate fully with Asyst with respect to the foregoing, and to furnish any and all financial, legal, technical and operating data and other information pertaining to the business, operations, prospects, properties and assets of the Company and of the Core Subsidiaries as Asyst may reasonably request from time to time.


More Definitions of Core Subsidiaries

Core Subsidiaries means each of SPP Distribution and Eustream (in each case being a “Core Subsidiary”). “Disposition” means, in relation to any share or asset or any legal or beneficial interest in any share or asset, and in each case whether by a single transaction or a series of related transactions in any period of 12 consecutive calendar months, (i) to sell, assign, transfer or otherwise dispose of it; (ii) to create or permit to subsist any Encumbrance over it; (iii) direct that another person should, or assign any right to, receive it; or (iv) agree, whether or not subject to any condition precedent or subsequent, to do any of the actions under (i) to (iii) but shall not, for the avoidance of doubt, mean any decommissioning of any asset. “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre- emption, third party right or interest, other encumbrance or security interest of any kind, or another type of agreement or arrangement having similar effect.
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Core Subsidiaries means those Subsidiaries of the Company other than those which own only Non-Core Assets.
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Core Subsidiaries has the meaning set forth in the Stock Purchase Agreement.
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Related to Core Subsidiaries

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

  • 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.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.

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