Examples of Sold Subsidiaries in a sentence
On March 29, 2000, Suez, Seagate and SSHI entered into a Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT") pursuant to which, among other things, Seagate and SSHI agreed to sell to Suez (or one of its Designees), and Suez agreed to purchase (or cause one of its Designees to purchase) from Seagate and SSHI, all outstanding Shares of the Sold Subsidiaries (as such terms are defined in the Stock Purchase Agreement) upon the terms and subject to the conditions set forth therein.
All tax sharing or similar agreements (if any) between Seagate and its Affiliates, on the one hand, and the Sold Subsidiaries, on the other, are terminated as of the Closing Date without any further liability to any party thereto and shall be of no further force and effect.
Seller has delivered or made available to Purchaser a true and correct copy of the Certificate of Incorporation and Bylaws of Seller and SSHI and the organizational documents of each of the Sold Subsidiaries, each as amended to date and in effect as of the date hereof, and each such instrument is in full force and effect.
The Claiming Party shall, and shall cause its Affiliates (including Newco, the Company and the Sold Subsidiaries, if applicable) to, cooperate with the Defending Party, at the Defending Party's expense, with respect to any such effort to pursue and collect with respect thereto.
Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes.