English Subsidiary definition
Examples of English Subsidiary in a sentence
Notwithstanding anything to the contrary herein, in no circumstance shall an Excluded Subsidiary become a Guarantor unless designated as a Guarantor by Parent in its sole discretion and no Foreign Subsidiary other than an English Subsidiary shall become a Guarantor unless the Administrative Agent shall have consented in writing (such consent shall be in the sole discretion of the Administrative Agent).
The English Subsidiary has the right, power and authority to perform its business as currently conducted and as disclosed in the SEC Reports and has taken any necessary corporate or other actions to authorize the performance of its business as currently conducted and as disclosed in the SEC Reports.
The English Subsidiary is properly incorporated and validly existing under the laws of England.
As a result, the Sellers shall be liable under this Agreement only if and to the extent that they would have been liable under the UK SPA had they been a party thereto in respect of the shares held by the Company in the English Subsidiary (and being in a situation identical to that of CMT) and only if and to the extent that they are liable pursuant to the terms of this Agreement.
Each of the Subsidiaries (other than an English Subsidiary) has been duly formed or incorporated and is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction in which it is chartered or organized.