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 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.
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Examples of Purchasing Subsidiaries in a sentence

  • Seller and the applicable Selling Subsidiaries and Purchaser and the applicable Purchasing Subsidiaries shall have obtained or made all other material consents, clearances, approvals, orders, licenses, permits and authorizations of, and registrations, declarations and filings with, any Governmental Authority legally required for the consummation of the Initial Closing.

  • This Agreement, constitutes legal and valid obligations of Scotts and the Purchasing Subsidiaries which are enforceable, in accordance with their respective terms.

  • Scotts and the Purchasing Subsidiaries have full authority to enter into this Agreement and to perform the obligations or obtain the rights provided for hereunder.

  • Scotts and the Purchasing Subsidiaries are corporations duly organised, validly existing and in good standing under the laws of their jurisdiction of incorporation and have all requisite power and authority to own, lease and operate their respective assets, properties and businesses and to carry on their respective business as now conducted.

  • Purchaser shall furthermore ensure that the Purchasing Subsidiaries assist Seller free of charge in any tax procedures relating to the Business and the time prior to the Closing, it being understood that any external costs reasonably incurred by Purchaser, the Companies or a Purchasing Subsidiaries in this connection shall be reimbursed by Seller.

  • Purchaser and the Purchasing Subsidiaries shall cooperate fully with Seller and the Assigning Subsidiaries in connection with their performance of the Deferred Operations Services, and shall provide to Seller and the Assigning Subsidiaries, without charge, such technical or other assistance and resources as Seller may reasonably request in connection therewith.

  • The termination of such agreements shall not oblige the Purchaser, the Companies or the Purchasing Subsidiaries to make any payments in compensation of the termination such as for example severance payments or any payment for a notification period extending beyond the Closing Date.

  • After the transfer of the Transferred Assets pursuant to the Local Agreements the Purchasing Subsidiaries, with the exception of the cash necessary to carry on the Business, will own all the assets which – together with the land leased pursuant to art.

  • Celanese AG herewith irrevocably and unconditionally warrants to cause the Purchaser, the Purchasing Subsidiaries and the Companies to comply with their obligations under this Agreement.

  • The Seller represents and warrants (except regarding XxxxxXxxx XxxX & Xx. Xxxxxx XX) that these agreements will be offered on or immediately after the Closing Date at substantially the same terms as applicable prior to the Closing Dates, and indemnify Purchaser, the Purchasing Subsidiaries or the Companies against any negative impact (cost or otherwise), if and to the extent such unchanged terms are not offered to Purchaser, the Purchasing Subsidiaries or the Companies.


More Definitions of Purchasing Subsidiaries

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.
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Purchasing Subsidiaries shall have the meaning specified in the introductory Paragraph to this Agreement.
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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.
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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, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • 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.

  • U.S. Subsidiaries means all such Subsidiaries.

  • 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, after giving effect to the Reorganization.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller 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 each of its Subsidiaries, collectively.

  • 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 1.5.

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

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any 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.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.