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.

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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, each Selling Subsidiary, and each Transferred Subsidiary is an entity of the type set forth on Section 3.1 of the Seller Disclosure Letter and is duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization.
Seller, a Selling Subsidiary or a Transferred Subsidiary, as applicable, solely owns, free and clear of all Encumbrances other than Permitted Encumbrances all of the Transferred IP.
Each Selling Subsidiary is duly licensed or qualified in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it to be so licensed or qualified, except where such failures to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Neither Seller nor any Selling Subsidiary has received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8.
The purchase price for the sale of the Conveyed Interests as contemplated by Section 2.1 shall be an amount equal to $339,367,815 (the “Purchase Price”), as adjusted pursuant to this Agreement, to be paid by Buyer to Seller (or any Selling Subsidiary or Qualified Intermediary designated by Seller) in United States currency by direct bank deposit or wire transfer in same day funds at the Closing.

More Definitions of Selling Subsidiary

Selling Subsidiary means any Subsidiary of Seller that is selling, transferring, conveying, assigning and delivering to Buyer any Purchased Asset.

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

Selling Subsidiary as defined in the "Whereas" clauses.

Selling Subsidiary means (i) ASSIA Argentina, (ii) DZS Brazil and (iii) DZS Spain; provided that if any Subsidiary other than the foregoing is subsequently determined to hold any Purchased Assets, then Seller will cause such Subsidiary to transfer the applicable Purchased Asset to Purchaser in accordance with the terms of this Agreement (including after the Closing Date). Seller will cause each Selling Subsidiary to comply with obligations of the Selling Subsidiaries under this Agreement and the other agreements contemplated hereby. “Software” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) data, databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (iv) all documentation, including user manuals and other training documentation related to any of the foregoing. “Spanish Employee” means any Employee employed by DZS Spain listed in Schedule 1.1(a). “Spanish Employment Law” means all and any applicable laws in Spain, statutes, directives, recommendations, regulations, notices, codes of practice, guidance notes, judgments, decrees or orders in Spain, relating to or connected with the employment of employees and workers of any nature, their employee representatives/unions, social security, and/or their health and safety. “Subsidiary” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by Seller or (ii) Seller is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person. The term Subsidiary shall include, without limitation and without qualifying in any way the foregoing definition, (i) ASSIA Argentina, (ii) DZS Brazil and (iii) DZS Spain.