Selling Subsidiary definition

Selling Subsidiary means (i) a controlled Subsidiary of the Seller that owns or holds any right, title or interest in or to any Transferred Asset or (ii) for the limited purpose of assigning any Transferred Contracts to which such Person is a party and any Assumed Liabilities, a controlled Subsidiary of Seller Parent that executes the Assignment and Assumption Agreement.

Selling Subsidiary means any one of the foregoing Subsidiaries of Seller, individually.

Selling Subsidiary has the meaning set forth in Section 2.1.

Examples of Selling Subsidiary in a sentence

• Neither Seller nor any Selling Subsidiary has incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement or the Transaction Documents for which Buyer or any Affiliate of Buyer shall have any responsibility.

• There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Seller’s Knowledge, threatened against Seller Parent, Seller or any Selling Subsidiary, and none of Seller Parent, Seller or any Selling Subsidiary is insolvent or generally not paying its debts as they become due.

• Without limiting Buyer’s rights under this Article X or Article XI, Seller shall provide to Buyer, within 30 days of the Execution Date, a summary corporate or transactional history for purposes of assisting Buyer in determining how lessees other than Seller or a Selling Subsidiary identified in Exhibit A are related to Seller or a Selling Subsidiary.

• The execution, delivery, and performance by Seller and each Selling Subsidiary of this Agreement have been duly and validly authorized and approved by all necessary limited liability company action on the part of Seller.

• Seller and each Selling Subsidiary has all requisite limited liability company power and authority to own and operate its property and to carry on its business as now conducted.

More Definitions of Selling Subsidiary

Selling Subsidiary or “Selling Subsidiaries” has the meaning set forth in the Recitals.

Selling Subsidiary means each of the Subsidiaries of CBS listed in ------------------ Schedule 1.1(e) and each other Subsidiary of CBS that has any right, title or interest in, to, or under the Acquired Assets or any Liabilities included in the Assumed Liabilities, but shall not include any Sold Subsidiary (unless retained by Sellers pursuant to Section 5.17).

Selling Subsidiary means any one of them.

Selling Subsidiary any Subsidiary other than a Receivables Subsidiary which is a party to a Receivables Document. 21

Selling Subsidiary means, on any date, each Subsidiary of Flowers in respect of which there is outstanding on such date a Loan to one or more Distributors of such Selling Subsidiary.

Selling Subsidiary as defined in the "Whereas" clauses.

Selling Subsidiary shall include any predecessor or affiliate of each of them); or (3) any amount paid by Buyer or any Buyer Indemnitee with respect to any of the environmental matters identified on the Phase I Report (the "Environmental Indemnity"); and