Newco Subsidiaries definition
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.
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.
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.
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.
AT&T 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.
Upon any such determination to so contribute Contributed Assets to any Newco Subsidiary, if either Party shall request prior to the Closing, the Parties shall prepare an intercompany agreement between Newco and any such Newco Subsidiaries and such other agreements reasonably requested by a Party to effectuate such contributions, which shall, in each case, be in form and substance reasonably acceptable to Seller.
With respect to the first AOPB and Five Year Business Plan and, following approval by the Management Board, any subsequent AOPB and Five Year Business Plan, and with respect to a Provisional AOPB, Thistle BV will cause its officers and employees and those of the Newco Subsidiaries to conduct the operations of such Newco Subsidiaries in accordance therewith.
If the CEO decides not to purchase the New Assets, unless the parents agree to the contrary, none of Thistle BV or any of the Newco Subsidiaries shall purchase any such New Assets.
For the purposes of clarification, none of Thistle BV or the Newco Subsidiaries shall be deemed to be an Affiliate of either parent.
The amount of Indebtedness of Concert Holdings incurred to fund the purchase of the Purchased Shares and to be assumed by Thistle BV or any of the Newco Subsidiaries does not exceed $1 billion (the "Assumed Concert Purchase Debt").