Subsidiary Transferors definition

Subsidiary Transferors means any Subsidiary of Seller that owns, leases, or operates any Transferred Asset.

Subsidiary Transferors. PRHC Holdings LP Direct or Indirect Co-Owners of Project Company: Immediately prior to the Closing: 1. PRHC Holdings LP will hold (a) a 99.98% limited partner interest in Pattern Xxxxxx XX Holdings LP and (b) 100% of the issued and outstanding shares in the capital of Pattern Xxxxxx XX Holdings Inc.; 2. Pattern Xxxxxx XX Holdings Inc. will hold (a) 100% of the issued and outstanding shares in the capital of the General Partner and (b) 0.02% general partner interest in Pattern Xxxxxx XX Holdings LP; 3. The General Partner will hold a 0.02% general partnership interest in the Project Company; and 4. Pattern Xxxxxx XX Holdings LP will hold a 99.98% limited partnership interest in the Project Company. At Closing: 1. Pattern Xxxxxx XX Holdings LP is dissolved, in accordance with the terms of its limited partnership agreement, and its assets will be transferred as follows:

Subsidiary Transferors means XX Xxxxx Company, LTC Reserve Corp. and Waterbury Rolling Xxxxx, Inc.

Examples of Subsidiary Transferors in a sentence

• The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date.

• On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

• Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has, or will have, full power and authority to convey, the Acquired Interests, as of the Closing Date.

• On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

• Seller and the Subsidiary Transferors shall use commercially reasonable efforts to execute (or cause to be executed) and deliver to Purchaser such documents or forms as are reasonably requested by Purchaser in connection with the making of any elections pursuant to this Section 8.06.

• To the extent that such amounts are so withheld and paid over to the proper Governmental Authority, such withheld and deducted amounts will be treated for all purposes of this Agreement as having been paid to Seller and the Subsidiary Transferors (as applicable) in respect of which such deduction and withholding was made.

• The Seller (or, if applicable, the Subsidiary Transferors) has good and valid title to, and has full power and authority to convey, the Acquired Interests.

• Each of Seller and the Subsidiary Transferors has all requisite power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary (a) to enable it to own, lease or otherwise hold the Transferred Assets and (b) to conduct the Business as it is now conducted, except for any such failures to be so qualified or licensed and in good standing, that, individually or in the aggregate, would not reasonably be expected to be material to the Business.

• The Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser's interests under this Agreement would become seriously misleading, unless the Seller shall have given the Purchaser not less than 30 days' prior written notice of such change.

• Each of Seller and the Subsidiary Transferors is duly organized, validly existing and in good standing under the Laws of its state of jurisdiction of incorporation or organization, as applicable.

More Definitions of Subsidiary Transferors

Subsidiary Transferors. Stillwater Energy Holdings LLC, a Delaware limited liability company (“Stillwater Energy”) Direct or Indirect Co-Owners of Project Company: As of the date hereof, Seller indirectly owns 100% of the membership interests of Stillwater B Member LLC, a Delaware limited liability company (“Stillwater Member”), which in turn owns 100% of the membership interests of Stillwater Energy, which in turn owns 100% of the membership interests of the Project Xxxxxxx.Xx the time of execution of this Agreement, New Holdings and New B Member will execute the ECCA Joinder, pursuant to which New B Member will have all the rights and obligations of the Class B Member under the ECCA (including, without limitation, the obligation to make the Class B Capital Contribution) and New Holdings will have all the rights and obligations of the Company under the ECCA (including, without limitation, the obligation to purchase the Project Company). As further described in Appendix B above, on the Closing Date, the Purchasers shall pay the Aggregate Purchase Price in escrow subject to the terms and conditions of the side letter dated as of the date hereof between the Purchasers and the Seller, which Aggregate Purchase Price will be used to make the Class B Capital Contribution. On the Funding Date, upon satisfaction of the conditions precedent thereto set out in the ECCA, the Capital Contributions made by each of New B Member and the Class A Equity Investor to New Holdings will be used to acquire 100% of the membership interest of the Project Company from Stillwater Energy (the “Project Company Interest”) in accordance with the terms and conditions of the ECCA. On the Funding Date under the ECCA (which will occur simultaneously with the Closing): 1. PEGI will indirectly hold 51% of the membership interests in New B Member; 2. PSP will hold 49% of the membership interests in New B Member; 3. The Class A Equity Investor will hold 100% of the Class A Membership Interest (as defined in the ECCA) in New Holdings; and 4. New B Member’s interest in New Holdings will be converted into the Class B Membership Interest and New B Member will hold 100% of such Class B Membership Interest (the “New Holdings Interest”). Immediately following steps 1-4 above, New Holdings will acquire 100% of the membership interest of the Project Company.