Mutual Subsidiaries definition
Examples of Mutual Subsidiaries in a sentence
Mutual and the Mutual Subsidiaries have no material liabilities of any nature (contingent or otherwise) except for those which: (a) are disclosed in the Mutual Reports or in the Mutual Disclosure Schedule or in this Agreement; or (b) arise in the ordinary course of business since December 31, 1998 and are not required to be disclosed in the Mutual Reports or pursuant to this Agreement or the Mutual Disclosure Schedule.
All interest rate swaps, caps, floors, option agreements, futures and forward contracts, and other similar risk management arrangements, whether entered into for Mutual's own account, or for the account of one or more of the Mutual Subsidiaries or their customers, were entered into (i) in accordance with prudent business practices and all applicable Laws and (ii) with counterparties believed to be financially responsible.
Mutual and the Mutual Subsidiaries have not consented to any extension of the statute of limitation with respect to any open tax returns.
Mutual has disclosed in Section 5.4 of the Mutual Disclosure Memorandum all of the Mutual Subsidiaries.
No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of any of the First Mutual Subsidiaries may vote are outstanding.
Neither Harleysville Mutual nor any of the Harleysville Mutual Subsidiaries (a) has any employees or has entered into or otherwise has any Liability under any employment, consulting, or similar Contract with any individual, (b) has paid or is obligated to pay compensation to any Person since January 1, 2007, or (c) is a party to or bound by any union Contract, collective bargaining agreement, employment Contract, independent contractor agreement, consulting agreement or other similar type of Contract.
Notwithstanding the foregoing, Mutual, AGI, and ALFC may amend the Agreement without the approval of the Coordinating Committee in order (1) that AGI Subsidiaries, Mutual Subsidiaries, or ALFC Subsidiaries may be added or deleted as parties hereto or (2) to record any change in a name thereof; provided, that such addition, deletion, or name change shall not have a material effect upon the operation of the Agreement.
A change of control in any of the Companies, AGI Subsidiaries, ALFC Subsidiaries, or Mutual Subsidiaries which results in a majority interest being held by a person or entity other than one of the Companies, AGI Subsidiaries, ALFC Subsidiaries, or Mutual Subsidiaries, shall automatically terminate that company's participation in this Agreement and all funds invested in the Cash Concentration Fund ("CCF") by that company will be immediately returned to any company terminated by this paragraph.
Each of the Harleysville Mutual Subsidiaries is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation or formation, and has all requisite power and authority to conduct its Business as it is currently being conducted, except as would not have individually or in the aggregate, a Material Adverse Effect.
Any controversy, claim, or dispute arising out of or relating to this Agreement, or breach thereof, between any of (i) AGI and/or the AGI Subsidiaries, (ii) Mutual and/or the Mutual Subsidiaries, and (iii) ALFC and/or the ALFC Subsidiaries shall be resolved by the Coordinating Committee members of the Boards of Directors of AGI, Mutual and ALFC, the decision of which shall be binding.