Railcar Subsidiary definition

Railcar Subsidiary shall have the meaning set forth in the recitals hereto.
Sample 1Sample 2
Railcar Subsidiary means (a) a wholly owned (directly or indirectly) subsidiary of the Borrower which is a corporation, limited liability company or similar entity which was created for the sole purpose of owning and/or leasing Railcars predominately used in Canada or to Lessees domiciled in Canada or (b) a trust, the entire beneficial interest in which is wholly owned (directly or indirectly) by the Borrower, which was created for the sole purpose of owning and/or leasing Railcars predominately used in Canada or to Lessees domiciled in Canada, in any case, incorporated, organized or formed under the laws of any state of the United States (or the District of Columbia) or province of Canada or any other jurisdiction acceptable to the Agent.
Sample 1Sample 2
Railcar Subsidiary shall have the meaning assigned in the first recital of this Agreement.
Sample 1

Examples of Railcar Subsidiary in a sentence

  • Buyer intends to purchase indirectly all of the capital stock of such Railcar Subsidiaries through newly-formed, wholly-owned subsidiaries, and to merge each such subsidiary with and into a Railcar Subsidiary immediately following such purchase of capital stock.

  • Seller and each Railcar Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business and operations as now being conducted, except where any such failure to have such power and authority would not individually or in the aggregate have a Material Adverse Effect (as defined below).

  • Further, Buyer acknowledges that upon Closing, it shall assume and be responsible for all employment, employment related and benefit obligations (except as otherwise provided in this Article V) owing to employees, former employees, or retirees of any Railcar Subsidiary as a result of employment at any time with such entity, regardless of whether such obligations arose before, on or after the Closing.

  • Buyer acknowledges that all employees, represented and non-represented, of Railcar Subsidiaries will remain employees of the respective Railcar Subsidiary, and no employment rights of any kind will be extinguished.

  • Except as set forth on Schedule 2.14, each Railcar Subsidiary has good and marketable title to all its assets (including, but not limited to, those set forth on the Financial Statements), except for those assets which are leased, and for which the respective Railcar Subsidiary has a valid leasehold interest.

  • In no event shall any such out-of-pocket fees, costs and expenses be paid, directly or indirectly, to any officer or director of Seller or any Railcar Subsidiary.

  • With respect to all such agreements described in this Section 2.16, neither Seller nor any Railcar Subsidiary has received any written notice, nor has Seller or any Railcar Subsidiary given written notice, that it or any other party to any such agreement is in material default thereunder.

  • Schedule 2.10 lists each Pension Plan and Welfare Plan maintained by Seller and relating to the Railcar Business or by the Railcar Subsidiaries under which any employee or former employee of any Railcar Subsidiary has any present or future right to benefits or under which any Railcar Subsidiary has any present or future liability.

  • Seller and each Railcar Subsidiary is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by Seller and each Railcar Subsidiary or the nature of the business conducted by Seller and each Railcar Subsidiary makes such qualification necessary, except in any such jurisdictions where the failure, individually or in the aggregate, to be so duly qualified or licensed would not have a Material Adverse Effect.

  • All of the shares in the capital stock of each Railcar Subsidiary are validly issued, fully paid and non-assessable.

Related to Railcar Subsidiary

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

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

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Parent Subsidiary means any Subsidiary of Parent.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

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

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

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Group Member means a member of the Partnership Group.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • 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.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Regulated Subsidiary means a Broker Dealer Regulated Subsidiary, a Bank Regulated Subsidiary or an Insurance Regulated Subsidiary or any other Subsidiary subject to minimum capital requirements or other similar material regulatory requirements imposed by applicable regulatory authorities.

  • Inactive Subsidiary means any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

  • Major Subsidiary means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

  • Seller Affiliate means any Affiliate of Seller.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Bank Subsidiary means the subsidiary or subsidiaries of the Bank which may from time to time be specified by the Bank to the Customer;