Newco Subsidiaries definition

Newco Subsidiaries mean all Subsidiaries of Newco after giving effect to the transactions contemplated hereby.
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Newco Subsidiaries means any Persons to be newly formed in connection with the Pre-Closing Transactions.
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Newco Subsidiaries means the Subsidiaries of Newco.
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Examples of Newco Subsidiaries in a sentence

  • Newco shall, and shall cause the Newco Subsidiaries to, honor and perform under all indemnification obligations owed to any of the Indemnified Parties.

  • Newco agrees that it will maintain, and cause each of the Newco Subsidiaries to maintain, all of the books and records relating to Enovation and the Newco Subsidiaries that are included in the Assets for a period of seven (7) years after the Effective Time.

  • As of the Closing, Transferor shall take such steps as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Facilities as they are currently being operated by the Facility Owners (as further described below, the “Owned Assets”) will be owned by Newco or the Newco Subsidiaries (as the case may be) free of all Liens, other than Permitted Exceptions.

  • Fire Suppression/Storage Tank Permits are based on fees listed below, plus $1.00 state surcharge.

  • The parties agree that the joint venture will be implemented through Thistle BV and separate Subsidiaries (as defined below) of Thistle BV organized or incorporated in the United States (as defined below), England and, if necessary or appropriate, elsewhere (the "Newco Subsidiaries").

  • BT or its Affiliate shall have received share certificates or other evidences of its interests in DirectorCo, the Newco Services Company and the Newco Subsidiaries as described in Schedule 2.2 and shall have been satisfied that such shares and other equity interests have been validly issued and, in the case of shares, fully paid and non-assessable, free and clear of all Liens.

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  • The Parties hereto shall use commercially reasonable efforts to cooperate with any other Party hereto to determine whether, in lieu of any contribution of the Contributed Assets to Newco, certain Contributed Assets should be contributed directly to certain Newco Subsidiaries.

  • In the event of any conflict between the provisions of the Transaction Agreements and the provisions of any of the Charter Documents or the constitutive documents of other Newco Subsidiaries, the provisions of the Transaction Agreements shall, to the fullest extent permitted by Applicable Law, prevail.

  • The Newco Subsidiary Charter Documents and the constitution of the boards of directors or other similar governing bodies of all material Newco Subsidiaries shall, on or prior to the Closing, be in form and substance reasonably satisfactory to the parents and shall reflect the provisions of Schedule 2.2 and Annex 3 and comply with the provisions of this Agreement.


More Definitions of Newco Subsidiaries

Newco Subsidiaries has the meaning set forth in the Transaction Agreement.
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Newco Subsidiaries means any Persons to be newly formed in connection with the Pre-Closing Transactions to hold assets of the Motors Business.
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Newco Subsidiaries means any Persons to be newly formed in
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Related to Newco Subsidiaries

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • 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.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • 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.

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

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • U.S. Subsidiaries means all such Subsidiaries.

  • 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.

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

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

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

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Group Companies means the Company and its Subsidiaries.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • lone parent means a person who has no partner and who is responsible for and a member of the same household as a child or young person;

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Parent Subsidiary means any Subsidiary of Parent.