Sold Subsidiaries definition
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.