Legacy Subsidiary definition
Examples of Legacy Subsidiary in a sentence
Legacy shall promptly notify Prosperity in writing of any material litigation, or of any claim, controversy or contingent liability that individually, or taken together with other facts, events and circumstances, is reasonably expected to become the subject of material litigation, against Legacy or any Legacy Subsidiary or affecting any of their Properties.
Since March 31, 2019, each of Legacy and each Legacy Subsidiary has conducted its business only in the ordinary course materially consistent with past practices.
No loan or credit accommodation to any Affiliate of Legacy or any Legacy Subsidiary is presently in default or, during the three (3)-year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended.
To the Best Knowledge of Legacy, no action or failure to take action by any present or former director, officer, employee or agent of Legacy or any Legacy Subsidiary has occurred which would give rise to a material claim by any such individual for indemnification from Legacy or any Legacy Subsidiary.
To the Best Knowledge of Legacy, there are no past, present, or future conditions, events, activities, practices or incidents that would reasonably be expected to materially interfere with or prevent the compliance of Legacy or any Legacy Subsidiary with all applicable Environmental Laws.
BHLB and Berkshire Bank shall indemnify Legacy for any reasonable out-of-pocket fees, expenses, or charges that Legacy or any Legacy Subsidiary may incur as a result of taking, at the request of BHLB or any BHLB Subsidiary, any action to facilitate the conversion.
Each of Legacy and each Legacy Subsidiary has performed in all material respects all of its duties as a trustee, custodian, guardian or as an escrow agent in a manner that complies in all material respects with applicable Law, agreements and instruments.
There have been no prohibited transactions (described under ERISA § 406 or Code § 4975(c)), breaches of fiduciary duty or any other breaches or violations of any Law applicable to the Employee Plans and related Funding Arrangements that would reasonably be expected to subject Prosperity, Prosperity Bank, Legacy or any Legacy Subsidiary to any material taxes, penalties or other liabilities.
Neither Legacy nor any Legacy Subsidiary requires the use of any material patent, patent application, patent right, invention, process, trademark (whether registered or unregistered), trademark application, trademark right, trade name, service name, service ▇▇▇▇, copyright or any trade secret (collectively, “Proprietary Rights”) for the business or operations of Legacy and any Legacy Subsidiary that are not owned, held or licensed by Legacy or such Legacy Subsidiary.
Except as disclosed in Legacy Disclosure Schedule 4.12.3, neither Legacy nor any Legacy Subsidiary has consented to or entered into any Regulatory Agreement that is currently in effect.