Sold Subsidiaries definition

Sold Subsidiaries has the meaning set forth in the recitals.
Sold Subsidiaries means, collectively, each Subsidiary of a Sold Company.
Sold Subsidiaries means, collectively, the Subsidiaries of each Sold Company, other than any such Subsidiary the Equity Securities of which are to be transferred to the Company or to a Subsidiary of the Company (other than a Sold Company or Sold Subsidiary) prior to the Closing pursuant to the Pre-Closing Restructuring.

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.

  • Benefit Plans that are sponsored or maintained solely by one or more of Seller, the Company, Newco or the Sold Subsidiaries and that will be transferred as part of the transactions contemplated by this Agreement are denoted by asterisk on Schedule 4.13(a) and are referred to herein as "Transferred Company Benefit Plans".

  • Except as set forth on Schedule 4.02, none of the Company or any of the Sold Subsidiaries owns, or holds any option or right to acquire, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, and at the Closing Newco will not own, or hold any option or right to acquire, any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person other than the Company and the Sold Subsidiaries.

  • Buyer, Newco and the Sold Subsidiaries, and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.12 and any audit, litigation or other proceeding with respect to Taxes.

  • From and after the Closing, Buyer and its Affiliates (including Newco, the Company and the Sold Subsidiaries) shall have no Liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and H&H Group and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such Liabilities.


More Definitions of Sold Subsidiaries

Sold Subsidiaries has the meaning given that term in Section 2.2(c).
Sold Subsidiaries shall have the meaning set forth in the recitals to this Agreement. "Statement of Assets and Liabilities" shall mean the pro forma balance sheet of the PEPL Companies, after giving effect to the transactions contemplated by Section 2.3 of this Agreement, at September 30, 1998 as set forth in Section 1.1(c) of the Disclosure Schedule. "Straddle Period" shall mean any taxable year or period beginning before and ending after the Closing Date. "Subsidiary" shall mean, with respect to any Person, (i) each corporation, partnership, joint venture or other legal entity of which such Person owns, either directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or similar governing body of such corporation, partnership, joint venture or other legal entity and (ii) each partnership in which such Person or another Subsidiary of such Person is the general partner or otherwise controls such partnership. "Tax" shall mean any domestic or foreign, federal, state or local net income, gross income, receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, stamp or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty thereon, addition to tax or additional amount imposed by any Governmental Authority. "Tax Returns" shall mean any return, report or statement required to be filed with respect to any Tax (including any attachments thereto), including any information return, claim for refund, amended return or declaration of estimated Tax. "TGC" shall mean Trunkline Gas Company, a Delaware corporation. "TGC Cleanup Program" shall mean only those components (assessment, air system decontamination, and remediation), of the program generally described in Section 1.1(d) of the Disclosure Schedule, yet to be completed at the 6 sites as identified in Schedule 3.17
Sold Subsidiaries is defined in the third recital.
Sold Subsidiaries means those companies listed in Schedule 7;
Sold Subsidiaries means Auto-FCAR and the Securitization Subsidiaries.
Sold Subsidiaries shall have the meaning set forth in the recitals to this Agreement.
Sold Subsidiaries means Brink and AAS and all Subsidiaries of Brink and AAS at the date of this Agreement, other than the Subsidiaries that are required by the terms of the Restructuring no longer to be Subsidiaries of Brink or AAS by the time of the Closing.