Sold Subsidiary definition

Sold Subsidiary means any Subsidiary of CBS listed in Schedule --------------- 1.1
Sample 1Sample 2
Sold Subsidiary has the meaning set forth in Section 2.1(h).
Sample 1Sample 2
Sold Subsidiary means any Subsidiary of WEC listed in Schedule 1.1(h) under the caption "Sold Subsidiary".
Sample 1

Examples of Sold Subsidiary in a sentence

  • There are no registration rights, proxies or other agreements or understandings with respect to any equity security, partnership interest or other similar ownership interest of any class or series of any capital stock of any Sold Subsidiary or any Subsidiaries thereof.

  • Each Subsidiary of Seller that is not a Sold Subsidiary (other than SSHI) is owned, directly or indirectly, by a Sold Subsidiary.

  • Except as expressly reserved for in the Financial Statements, there are no outstanding claims for return of a product of the Company, Newco or any Sold Subsidiary which exceed $50,000 and will not be resolved prior to the Closing.

  • Newco, the Company, the Sold Subsidiaries and their assets and properties are insured in amounts no less than as required by applicable Law and any Contract to which the Company, Newco or any Sold Subsidiary is a party.

  • There are no, and since January 1, 2012 there have not been any, product liability, recall, warranty or other similar Actions (whether based in contract or tort and whether relating to personal injury, including death, property damage or economic loss) brought against the Company, Newco or any of the Sold Subsidiaries or been settled, terminated or received in writing by the Company, Newco or any Sold Subsidiary and no such claims have been Threatened against the Company, Newco or any Sold Subsidiary.

  • There are no Liabilities for brokerage commissions, finders' fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of H&H Group or Seller for which Buyer, Newco, the Company or any Sold Subsidiary could be liable.

  • Any Response Action undertaken by Buyer at a property owned, operated or occupied by the Company, Newco or any Sold Subsidiary shall assume the continued use of a subject property in a manner consistent with its use as of the Closing.

  • To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • Except as set forth on Schedule 4.08(c), (i) the Company, Newco or a Sold Subsidiary holds marketable, fee simple title to the Owned Real Property, free and clear of all Liens as of the Closing Date, except Permitted Liens, and (ii) the Company, Newco and the Sold Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof.

  • Prior to the Closing H&H Group shall cause the termination of all Liabilities existing between H&H Group and its Affiliates (other than Newco, the Company and the Sold Subsidiaries), on the one hand, and Newco, the Company or any Sold Subsidiary, on the other hand, and such termination, in and of itself, will create no Liability to Buyer or any of its Affiliates from and after the Closing.


More Definitions of Sold Subsidiary

Sold Subsidiary has the meaning set forth in the preamble.
Sample 1
Sold Subsidiary means Dayco Industrial Belts SRL, a company organized under the laws of Italy.
Sample 1
Sold Subsidiary means an Employer, the common stock of which is sold by the Company to a Purchaser or all or a portion of the assets of which are sold to a Purchaser.
Sample 1

Related to Sold Subsidiary

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • JV Subsidiary means any Wholly-Owned Subsidiary of the Borrower that directly holds Capital Stock of a Joint Venture.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Regulated Subsidiary means any Subsidiary registered or regulated as a broker or dealer with or by the SEC, FINRA, FSA, CFTC or any other applicable governmental authority, whether domestic or foreign.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Excluded Subsidiaries (a) any Domestic Subsidiary that is prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary, (d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Subsidiary means, with respect to any specified Person:

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Material Subsidiary means any Subsidiary that is not an Immaterial Subsidiary.

  • Qualified Subsidiary means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Bank Subsidiary means the subsidiary or subsidiaries of the Bank which may from time to time be specified by the Bank to the Customer;

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Designated Subsidiary means any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • Pledged Subsidiary means each Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge of (a) any of the Capital Securities of such Subsidiary or (b) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary.

  • Foreign Subsidiary Holding Company means any Subsidiary of the Company which is organized under the laws of the United States of America or any State thereof or the District of Columbia, substantially all of the assets of which consist of the Capital Stock or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Indebtedness.

Most Referenced Clauses

Most Referenced Definitions