JCA Entities definition

JCA Entities means, collectively, JCA and each of its Subsidiaries.
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JCA Entities means, collectively, JCA and each of its Subsidiaries. “JCA IP” means all of the AGCO Group’s ownership interest in and to (a) the Trade Secrets and Copyrights that are primarily used by the JCA Entities, (b) the JCA Patents, and (c) all Marks used primarily in the JCA Entities (other than the AGCO Marks). “JCA Material Adverse Effect” means (A) an event, development, change, effect, fact, circumstance or occurrence that is materially adverse to the business, financial condition or results of operation of the JCA Entities, taken as a whole; provided, however, that no event, development, change, effect, fact, circumstance or occurrence to the extent resulting from or arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been, a “JCA Material Adverse Effect”: (i) events, developments, changes, effects, facts, circumstances or occurrences in global or national economic, monetary, or financial conditions, including changes in prevailing interest rates, exchange rates, credit markets, or financial market conditions, in each case, after September 28, 2023, (ii) events, developments, changes, effects, facts, circumstances or occurrences in the industries in which the JCA Entities operates, in each case, after September 28, 2023, (iii) events, developments, changes, effects, facts, circumstances or occurrences in global or national political conditions, including the outbreak or escalation of war or acts of terrorism, in each case, September 28, 2023, (iv) epidemic, pandemic or disease outbreak, in each case, after September 28, 2023, (v)
Sample 1

Examples of JCA Entities in a sentence

  • Trimble and the Company acknowledge and agree that AGCO makes no representation or warranty in this Article IV with respect to the business of AGCO and its Subsidiaries except for the JCA Entities.

  • Each of AGCO, the JCA Entities, and each entity that will be a Subsidiary of JCA immediately prior to the Closing is a corporation, limited liability company or other legal entity, duly organized, validly existing and in good standing (to the extent such concept is legally recognized) under the Laws of the jurisdiction of its organization, except where the failure to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect.

  • Each of AGCO and the JCA Entities has all requisite corporate or other organizational power and authority to carry on its businesses as now being conducted.

  • AGCO has implemented and maintained policies and procedures with respect to the JCA Entities reasonably designed to ensure compliance with applicable Anti-Corruption Laws.

  • AGCO and each of the JCA Entities is not in default or violation of any JCA Permit, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect.

  • Each insurance policy relating to the JCA Entities under which AGCO or any of the JCA Entities is an insured or otherwise the principal beneficiary of coverage (collectively, the “AGCO Insurance Policies”) is in full force and effect and all related premiums have been paid to date.

  • AGCO and the JCA Entities are in compliance with the terms and conditions of the AGCO Insurance Policies in all material respects.

  • The JCA Entities have no assets or liabilities of any nature whatsoever that are not related primarily to the JCA Business.

  • Neither AGCO nor any of the JCA Entities is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice under any such policy) relating to the JCA Entities under any AGCO Insurance Policy, and, to the Knowledge of AGCO, no event has occurred which, with notice or lapse of time, would constitute such breach or default, or permit termination or modification, under such policy.

  • AGCO, and each of the JCA Entities, have all Permits that are required for the operation of the JCA Entities (the “JCA Permits”) except where the failure to possess such JCA Permits, in each case, would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect.

Related to JCA Entities

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • 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.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Target Companies means the Target and its Subsidiaries.

  • Company Entities means the Company and its Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Released Entities means released entities as such term is defined

  • Group Companies means the Company and its Subsidiaries.

  • Sponsor Entities means AP Talos Energy LLC, AP Talos Energy Debtco LLC, Apollo Management VII, L.P., AIF VII Management, LLC and its affiliates, Apollo Commodities Management, L.P. with respect to Series I, Apollo Commodities Management GP, LLC and its affiliates, Apollo Global Securities, LLC and its affiliates, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, REP Management Company V, LLC, Riverstone Equity Partners LP and Riverstone Holdings LLC and its affiliates.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

  • 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.

  • Covered Entities have the meanings stated in Section 1(a) of the Parent Support 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 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.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

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

  • Seller Parties has the meaning set forth in the preamble to this Agreement.