Subsidiary Seller definition

Subsidiary Seller means each Seller party hereto other than Plexus.
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Subsidiary Seller means IDT Canada Inc.
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Subsidiary Seller has the meaning specified in the Preamble hereto.
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Examples of Subsidiary Seller in a sentence

  • No notice has been received by the Company, any Company Subsidiary, Seller or any Affiliate of Seller that any Tax return of the Company or any Company Subsidiary is under current examination by the IRS or by any state, local or foreign Tax authority or that any such examination is threatened or contemplated.

  • If prior to any relevant Closing Date the Business shall suffer any loss that is covered by insurance carried by any Seller or any of its Affiliates (other than any Company or Subsidiary), Seller shall, or shall cause such Affiliate to, make a claim under its insurance policy for recovery in respect of such loss and to pursue such claim actively.

  • To the extent that any Transfer Taxes are payable by Purchaser or any Purchaser Affiliate to Seller or any Selling Subsidiary, Seller shall cause the relevant entity to provide an invoice properly reflecting such Transfer Taxes to the Purchaser or the relevant Purchaser Affiliate.

  • In connection with any filings made with respect of the rates for any Utility Subsidiary, Seller shall cause Company and the Subsidiaries to (a) provide Purchaser with an opportunity to review and comment on any such filing, (b) give reasonable consideration to all comments provided by Purchaser and (c) reasonably consult with Purchaser from time to time with respect to the status thereof.

  • Purchaser further agrees that, as to all communications among W&S and the Company, its Subsidiary, Seller and/or any of its post-Closing Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to Seller and may be controlled by Seller and shall not pass to or be claimed by Purchaser, the Company or the Company’s Subsidiary.

  • We would urge CMS to incorporate state and locally based consumer advocacy groups into the stakeholder mix.

  • To the Knowledge of Seller, since the Lookback Date, no written claims of sexual harassment have been made against any officer or member of the senior leadership team of the Company with respect to the conduct or alleged conduct of any such Service Provider during such Service Provider’s engagement with the Company, the Company Subsidiary, Seller or an Affiliate of Seller.

  • The portion of the Estimated Cash Purchase Price allocable to each Subsidiary Seller shall be mutually agreed upon by Parent and Buyer no later than seventy (70) days prior to the expected Closing Date.

  • From and after the Closing, if Seller or any of its Affiliates receives or collects any funds in respect of accounts or notes receivable relating to the Company or any Company Subsidiary, Seller or its Affiliate shall remit such funds to Purchaser as soon as reasonably practicable after its receipt thereof.

  • The Seller shall take all actions necessary to cause each of the Subsidiary Seller Parties to comply with this Agreement, perform its obligations under this Agreement and consummate the transactions or actions contemplated by this Agreement, in each case, on the terms and conditions set forth in this Agreement.


More Definitions of Subsidiary Seller

Subsidiary Seller has the meaning ascribed to it in the preamble to this Agreement.
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Subsidiary Seller has the meaning set forth in the Equity Purchase Agreement.
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Subsidiary Seller means each of the Subsidiaries of Parent that has any right, title or interest in (i) any Other Acquired Assets or (ii) any Acquired Equity Interests, including such Affiliates as are listed on Schedule 1.1(l), and “Subsidiary Sellers” means all of such Subsidiaries.
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Subsidiary Seller has the meaning set forth in the Recitals.
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Subsidiary Seller has the meaning set forth in the preamble.
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Related to Subsidiary Seller

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Subsidiary Securities collectively, the (i) investments, including Loans, acquired by a Subsidiary and delivered to the Custodian from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i).

  • Seller Guarantor has the meaning set forth in the introductory paragraph to this Agreement.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

  • Subsidiary Agreements means said agreements collectively.

  • Subsidiary Security Agreement means a security agreement substantially in the form of Exhibit I hereto by the Subsidiary Guarantors in favor of the Collateral Agent.

  • Seller Affiliate means any Affiliate of Seller.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Foreign Subsidiary Holdco means any Guarantor Subsidiary designated as a Foreign Subsidiary Holdco by the Company, so long as such Subsidiary has no material assets other than securities, indebtedness or receivables of one or more Foreign Subsidiaries (or Guarantor Subsidiaries thereof), intellectual property relating solely to such Foreign Subsidiaries (or Guarantor Subsidiaries thereof) and/or other assets (including cash and cash equivalents) relating to an ownership interest in any such securities, indebtedness, intellectual property or Guarantor Subsidiaries.

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

  • Transferred Guarantor shall have the meaning assigned to such term in Section 7.09.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

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

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • 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.

  • Subsidiary Agreement means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Borrowing Subsidiary Agreement means a Borrowing Subsidiary Agreement substantially in the form of Exhibit F-1.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Seller has the meaning set forth in the Preamble.