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 has the meaning set forth in Section 2.1.

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

Examples of Selling Subsidiary in a sentence

• Seller or any Selling Subsidiary holds all Governmental Authorizations or private food claim certifications, as applicable, required for the conduct of the Business.

• Notwithstanding the foregoing, if permitted by applicable Law, Buyer, Seller and each Selling Subsidiary will use commercially reasonable efforts to obtain any resale certificate or similar documentation that would reduce or eliminate the amount of Transfer Taxes due with respect to the transactions contemplated by this Agreement.

• None of Seller, any Selling Subsidiary or any Transferred Subsidiary is subject to any Order of any Governmental Authority relating to the Business or by which any of the Purchased Assets is bound.

• Except as set forth on Schedule 3.14, all such material Governmental Authorizations or private certifications, as applicable, are validly held by Seller or any Selling Subsidiary.

• Each Selling Subsidiary has all requisite corporate (or similar entity) power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which each is a party, and to perform its obligations hereunder and thereunder.

More Definitions of Selling Subsidiary

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

Selling Subsidiary means any one of them.

Selling Subsidiary means each of the Subsidiaries of CBS listed on Schedule 1.1(d) 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 any Subsidiary other than a Receivables Subsidiary which is a party to a Receivables Document.

Selling Subsidiary means SMC, in its capacity as seller under the SMC Sale Agreement.

Selling Subsidiary have the meaning specified in the Preamble.

Selling Subsidiary or "Selling Subsidiaries" in Article V or in Section 7.1 of the Agreement is hereby deleted and replaced with "Original Selling Subsidiary" or "Original Selling Subsidiaries", as the case may be.