Sub Subsidiaries definition

Sub Subsidiaries means each corporation of which Sub owns on the Closing Date or thereafter, directly or indirectly, capital stock representing more than 50% of the outstanding voting stock.
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Sub Subsidiaries means all direct and indirect subsidiaries of Sub.
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Examples of Sub Subsidiaries in a sentence

  • Section 2.2 Sub represents and warrants to Parent that all Tax Returns for any taxable year or Tax period ending on or before the Closing Date with respect to Sub and Sub Subsidiaries, excluding any Consolidated Returns, have been or shall be timely filed in accordance with all applicable laws, and all Taxes shown as due on such Returns have been or shall be paid, and any proposed deficiency asserted by any taxing authority with respect thereto has been paid or properly protested.

  • Section 5.8 Each of Parent, Sub and any of the Sub Subsidiaries agree that, in the event of any legal suit or proceeding arising in connection with this Agreement and the obligations of the parties hereunder, it shall submit to the jurisdiction of the United States District Court of Delaware and further agrees to venue in such court.

  • Section 5.3 This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon any of their successors or assigns; provided, however, that none of Parent, Sub or any of the Sub Subsidiaries may assign or delegate any of its obligations hereunder without the consent of Sub (in the case of a proposed assignment or delegation by Parent) or Parent (in the case of a proposed assignment or delegation by Sub or any of the Sub Subsidiaries).

  • Section 3.3 Subject to the provisions of Section 3.1, Sub and Sub Subsidiaries shall be liable for (i) any and all Sub Taxes in respect of Consolidated Returns due or payable to Parent by Sub under Section 3.1 and (ii) any and all Taxes (other than Sub Taxes in respect of Consolidated Returns) due or payable by Sub or Sub Subsidiaries for any taxable year or Tax period (whether ending before, on or after the Closing Date).

  • If Sub is a member of the ADL Affiliated Group ------------- for less than an entire Consolidated Return Year, or if all of the Sub Subsidiaries that are included in a Combined Return for any period are includible for less than the entire period, the calculation of the Reorganization Tax Benefit, Federal Utilized Tax Benefit and/or Combined Utilized Tax Benefit (as appropriate) shall be similar to and consistent with the procedures set out in Section 4.2.

  • Section 5.3 This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be binding upon any of their successors or assigns; provided, however, that none of Parent, Sub, or any of the Sub Subsidiaries may assign or delegate any of its obligations hereunder without the consent of Sub (in the case of a proposed assignment or delegation by Parent) or Parent (in the case of a proposed assignment or delegation by Sub or any of the Sub Subsidiaries).

  • The Disclosure Letter contains an accurate list of the Parent Subsidiaries and the Sub Subsidiaries, their jurisdiction, date of incorporation and date of acquisition directly or indirectly by Parent, and their respective material Permits as well as material Permits the applicable entity does not have and which Parent or Sub has knowledge that it is required to have.

  • Section 5.5 Any payment, notice or communication required or permitted to be given under this Agreement shall be in writing and may be delivered by hand, first-class mail, facsimile (if confirmed) or overnight courier: If to Parent, to: 000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxx Xxxxx, Vice President for Finance If to Sub on its own behalf, or as agent for the Sub Subsidiaries, to: 000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxxxx X.

  • Section 3.3 Subject to the provisions of Section 3.1, Sub and Sub Subsidiaries shall be liable for (i) any and all Sub Taxes in respect of Consolidated Returns due or payable to Parent by Sub under Section 3.1, and (ii) any and all Taxes (other than Sub Taxes in respect of Consolidated Returns) due or payable by Sub or Sub Subsidiaries for any taxable year or Tax period (whether ending before, on or after the Closing Date).

  • Parent shall be ------------------------------------------- responsible for the payment of all Reorganization Taxes (including Reorganization Taxes reported on Returns filed by Sub Subsidiaries).

Related to Sub Subsidiaries

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

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

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

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • PRC Subsidiaries means all Company Subsidiaries organized under the Laws of the PRC.

  • U.S. Subsidiaries means all such Subsidiaries.

  • Material Subsidiaries Subsidiaries of the Parent Borrower constituting, individually or in the aggregate (as if such Subsidiaries constituted a single Subsidiary), a “significant subsidiary” in accordance with Rule 1-02 under Regulation S-X.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Principal Subsidiaries means any subsidiary of the Guarantor whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a subsidiary which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, is at least 20 per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary of the Guarantor or to the Guarantor itself (the “transferee”) then:

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Inactive Subsidiaries means those Subsidiaries of the Borrower listed on Schedule 1.01.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Significant Subsidiaries means, as of any date of determination, collectively, all Subsidiaries that would constitute a “significant subsidiary” under Rule 1-02 of Regulation S-X promulgated by the SEC, and each of the foregoing, individually, a “Significant Subsidiary.”

  • Company Subsidiary means any Subsidiary of the Company.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.