Purchasing Subsidiaries definition

Purchasing Subsidiaries means the subsidiaries of Purchaser which act as purchasers under the Local Agreements.
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Purchasing Subsidiaries shall have the meaning set forth in Section 2.01(a)(i).
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Purchasing Subsidiaries means Bookham Acquisition, Inc., Bookham, Inc. and a wholly-owned Swiss Subsidiary to be formed after the date hereof but prior to the Closing.
Sample 1

Examples of Purchasing Subsidiaries in a sentence

  • Seller and the Assigning Subsidiaries will reasonably cooperate with Purchaser and the Purchasing Subsidiaries to minimize such taxes, duties, charges, fees and other costs; provided that neither Seller nor any Assigning Subsidiary shall be required to incur any obligation or liability to any Governmental Authority in connection therewith.

  • Subject to Section 2.3, at the Closing, Seller will Transfer to Purchaser or, if applicable, the Purchasing Subsidiaries, by appropriate instruments of transfer, title to all of the Purchased Assets free and clear of all Liens other than Permitted Liens and any Liens that may arise out of or result from the actions or omissions of Purchaser.

  • In consideration of the termination ---------------------- of the Distributor Agreement in accordance with Section 1 hereof, at the Closing, Purchaser, for itself and as agent for the Purchasing Subsidiaries, will deliver to Seller, for itself and as agent for the Assigning Subsidiaries, by wire transfer of immediately available funds to such account as shall have been designated by Seller to Purchaser for such purpose prior to the Closing, an amount equal to $5,226,000 (the "Closing Payment Amount").

  • Purchaser and the Purchasing Subsidiaries will cooperate with, and take all such actions as may reasonably be requested by, Seller or any Assigning Subsidiary in order to avoid or resolve any objection or claim relating to the arrangements contemplated by this Section 8.3 that may be asserted by the lessor under any lease under which Seller or such Assigning Subsidiary occupies any of the Shared Facilities.

  • Notwithstanding anything to the contrary contained herein, the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to any claim or cause of action relating to or arising from any breach of representations and warranties set forth in Section 5.1.5 shall be limited to the rights of Purchaser and the Purchasing Subsidiaries under, and shall be subject to the terms and conditions of, Sections 6.8 and 6.9.

  • Purchaser, and if applicable, the Purchasing Subsidiaries, shall promptly apply all amounts collected from the obligor under any particular Account Receivable to the Account Receivable designated by such obligor in connection with such payment or, if no such designation is made, to the Account Receivable that shall have been due and payable for the longest period of time.

  • The execution and delivery by Purchaser of this Agreement and the performance by Purchaser and, as applicable, the Purchasing Subsidiaries, of their respective obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and the Purchasing Subsidiaries, Purchaser's and the Purchasing Subsidiaries' boards of directors and, if applicable, Purchaser's and Purchasing Subsidiaries' members or stockholders.

  • The quantity of space in each Shared Facility to be so provided to such employees of Purchaser and the Purchasing Subsidiaries will be substantially the same as that presently used by employees of Seller and the Assigning Subsidiaries primarily in the conduct of the Business and the manner of use of such space by such employees of Purchaser will be substantially the same as the present use of such space by employees of Seller and the Assigning Subsidiaries in the conduct of the Business.

  • The Purchaser has made available to the Seller a complete and correct copy of the memorandum and articles of association or other constitutional documents of the Purchaser and each of the Purchasing Subsidiaries and the Principal Purchaser Subsidiaries, as amended to date, each of which is in full force and effect.

  • The Parties shall cause the Selling Subsidiaries and the Purchasing Subsidiaries to (i) consummate all Local Agreements simultaneously with this Agreement on the Closing Date in accordance with the provisions on closing defined in this Agreement and such agreements and (ii) execute the agreements in accordance with art.


More Definitions of Purchasing Subsidiaries

Purchasing Subsidiaries shall have the meaning specified in the introductory Paragraph to this Agreement.
Sample 1
Purchasing Subsidiaries means the Subsidiaries of Purchaser that are caused by Purchaser to purchase part or all of the Assets pursuant to the terms and conditions of this Agreement.
Sample 1
Purchasing Subsidiaries means the subsidiaries of Purchaser which purchase the Shares or Assets from the Selling Subsidiaries pursuant to the Local Purchase Agreements as set forth in Schedule 3.1, whether existing as of the date hereof or formed after the date hereof.
Sample 1

Related to Purchasing 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.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Parent Companies means Parent and its Subsidiaries;

  • Operating Subsidiary means a majority-owned subsidiary of a financial

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

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

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

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • 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.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • 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).

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

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

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

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

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • 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.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Non-U.S. Subsidiary means a Subsidiary of the Borrower that is not a U.S. Subsidiary.

  • Designated Subsidiaries means the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.