Sale Subsidiaries definition

Sale Subsidiaries means the Belgium Subsidiary, the Europe Subsidiaries and the APAC Subsidiaries, collectively.
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Sale Subsidiaries means USLF Holdco, USLV Holdco, any Additional Holdco and each Property Owning Subsidiary (including any Asset Sale Subsidiaries).
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Sale Subsidiaries means, collectively, the New Holdcos and the Company Subsidiaries that are wholly owned by IPT Holdco.
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Examples of Sale Subsidiaries in a sentence

  • Company shall terminate, or cause to be terminated, at or immediately prior to the Closing, each agreement between any Sale Subsidiary, on the one hand, and Company or any Affiliates (other than the Sale Subsidiaries) of Company, on the other hand, without payment or penalty.

  • Please also refer to page 5 and page 1 of the announcement for the definitions of Affected Subsidiaries and Sale Subsidiaries respectively which are clearly defined.

  • Both Esorfranki and Esorfranki Construction are subject to a 60 month restraint of trade in respect of any business services currently rendered by Esorfranki Construction – Geotechnical division and/or the Sale Subsidiaries as well as the supply of any goods or products by those entities which are similar to or sold in competition to the goods and products sold by the Purchaser excluding pipe, culvert and bridge jacking.

  • As of the Closing Date, the New Holdcos shall own all of the equity interests of each of the Sale Subsidiaries.

  • Although it is not known now if the end buyer will purchase all or any of the other Sale Subsidiaries which are dormant or inactive, the separation is made to facilitate the sale or disposal for settlement of liabilities.

  • Parent shall timely pay or cause each Surviving Entity to timely pay, without deduction or withholding from any consideration or amounts payable to IPT Holdco, all Transfer Taxes, including Transfer Taxes that may become payable in connection with the contribution of any Sale Subsidiaries to any New Holdco or Asset Sale Holdco or any related pre-Closing internal structuring by the Company as is necessary to consummate the transactions contemplated hereby.

  • The Sale Subsidiaries (the details as included in Appendix A of the announcement) include the Affected Subsidiaries and all other dormant/inactive subsidiaries or subsidiaries which have ceased operations.

  • The parties hereto agree that the Stock Sale Subsidiaries shall no longer be deemed "Subsidiaries" under the Credit Agreement or any of the Credit Documents.

  • The computations are based on (a) the latest announced consolidated financial statements for 30 June 2019 of the Group; and (b) unaudited financial statements as at 30 June 2019 of the Sale Subsidiaries.

  • The open market value of the Sale Shares is not available as the shares of the Sale Subsidiaries are not publicly traded.


More Definitions of Sale Subsidiaries

Sale Subsidiaries means, collectively, the New Holdcos and the Company Subsidiaries that are wholly owned by IPT Holdco. “SEC” means the U.S. Securities and Exchange Commission (including the staff thereof).
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Related to Sale 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.

  • 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.

  • 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.

  • 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.

  • U.S. Subsidiaries means all such Subsidiaries.

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

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

  • 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).

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

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • 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:

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

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

  • Target Companies means the Company and its Subsidiaries.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • 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.

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

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

  • Group Companies means the Company and its Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • 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.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.