Transferor Subsidiaries definition

Transferor Subsidiaries means any Subsidiary or Affiliate of LM that owns, leases or is otherwise in possession of any of the Transferred Assets or is liable or obligated in respect of any of the Assumed Liabilities, and prior to the Closing, unless the context requires otherwise, the Company; provided, that for purposes of Exhibit II of this Agreement and Exhibit I of the Exchange Agreement, the Transferor Subsidiaries shall not include the Access Graphics Foreign Subsidiaries.
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Transferor Subsidiaries means each of the
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Transferor Subsidiaries means the subsidiary Debtors that purportedly “sold”
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Examples of Transferor Subsidiaries in a sentence

  • Except as otherwise disclosed to the Company prior to the date of this Agreement, the execution, delivery and performance by LM and each Transferor Subsidiary of the Transaction Documents to which it is a party and the consummation of the Contemplated Transactions are within its corporate or other similar powers and have been (or, in the case of the Transferor Subsidiaries, by the Closing, will be) duly authorized by all necessary corporate action on the part of LM and such Transferor Subsidiary.

  • Always be aware of your surroundings while using the Gear VR to avoid injury to yourself or others.2. Adjust the length of the top head strap and the main strap.

  • Either way, the legal consequence is the same—the Transferor Subsidiaries “lease” back assets they transferred in violation of Section 4.19.

  • The disadvantage of these methods is the time-consuming and difficult process of developing suitable models for conversion of image reflectance values to biophysical parameters.In this category, linear spectral mixture analysis (LSMA) is the most often usedapproach for detection of land-cover change (Adams et al.

  • In obtaining the continued right to use the Leased Property and bearing all financial, operational, and regulatory obligations in respect of the Leased Property with the understanding and agreement of CSL and/or Holdings, the Transferor Subsidiaries either “lease” the Transferred Assets under the Master Lease itself or they “lease” the assets from Holdings pursuant to a sublease implied in fact based on the circumstances and actions of the parties.

  • All persons providing services to CWA shall be employees or independent contractors under the supervision of Advisors, and shall not be employees of CWA with respect to such services.

  • Under such agreements, the Transferor Subsidiaries grant third parties an indefeasible and exclusive right to use specific fiber optic cables that are part of Leased Property but are currently un-utilized or under-utilized.

  • Other than Goldman, Sachs & Co. and Bear, Stearns & Co. Inc., whose fees wilx xx xxid xx XM, there is no inxxxxxxxt banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of LM, the Company or the Transferor Subsidiaries who might be entitled to any fee or commission from the Company in connection with the Contemplated Transactions.

  • Upon the terms and subject to the conditions contained herein, the Company shall, on the Closing Date, transfer (or cause to be transferred from one or more Company Transferor Subsidiaries) to Cygnet or one or more Cygnet Subsidiaries (as designated in writing by Cygnet) the Third Party Dealer Assets, including but not limited to the assets described in Schedule 4.1 hereof.

  • Each of the Company Transferor Subsidiaries (to the extent applicable) shall have received the consent of its Board of Directors to consummate the transactions, subject to the terms and conditions set forth herein.

Related to Transferor Subsidiaries

  • 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.

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

  • 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:

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • U.S. Subsidiaries means all such Subsidiaries.

  • 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.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • 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.

  • 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.

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

  • Subsidiary or Subsidiaries means any Person of which any other specified Person owns, directly or indirectly through a Subsidiary, a nominee arrangement or otherwise, at least a majority of the outstanding capital stock (or other units of beneficial interest) entitled to vote generally or otherwise have the power to elect a majority of the board of directors or similar governing body or the legal power to direct the business or policies of such Person.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • 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.

  • 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.

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

  • Non-Debtor Subsidiaries means all direct and indirect subsidiaries of any Debtor that are not Debtors in the Chapter 11 Cases.

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Consolidated Restricted Subsidiaries means any Restricted Subsidiaries that are Consolidated Subsidiaries.

  • Unconsolidated Affiliates means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.

  • Immaterial Subsidiaries means those Subsidiaries of the Borrower that are “designated” as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the Borrower may at any time change any such designation); provided that such designated Immaterial Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date; and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis) for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated revenues of the Borrower and its Subsidiaries for such period.

  • Consolidated Entities as of any date of determination, any entities whose financial results are consolidated with those of Kimco in accordance with GAAP.

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

  • 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).

  • Consolidated Subsidiaries means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP.