Transferred FH Companies definition

Transferred FH Companies means IMO AB, Imo Industries (Canada), Inc., Colfax Netherlands Holding BV, CLFX Sub Holding LLC, Allweiler GmbH, Colfax Fluid Handling Middle East Ltd., Allweiler India Private Limited (f/k/a Tushaco Pumps Private Limited), Colfax Fluid Handling Reliability Services Company (f/k/a Total Lubrication Management Company) and Colfax Pump (Weihai) Company Limited.
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Transferred FH Companies means IMO AB, Imo Industries (Canada), Inc., Colfax Netherlands Holding BV, CLFX Sub Holding LLC, Allweiler GmbH, Colfax Fluid Handling Middle East Ltd., Allweiler India Private Limited (f/k/a Tushaco Pumps Private Limited), Colfax Fluid Handling Reliability Services Company (f/k/a Total Lubrication Management Company) and Colfax Pump (Weihai) Company Limited. “Transferred FH Company Employee” shall mean each Employee employed by a Transferred FH Company. “Transferred IP Contracts” shall mean any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily located in the United States. “U.S. Transferred Pension Participants” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “VAT” means any value added Tax, goods and services Tax or any other similar Tax. “WARN Act” shall have the meaning set forth in Section 6.8. “Wholly Owned Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests in such Subsidiary (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable Law) is owned directly or indirectly by such Person. Annex A - Page 21 EXHIBIT A FORM OF XXXX OF SALE AND ASSIGNMENT1 THIS XXXX OF SALE AND ASSIGNMENT, dated [●], 2017 (this “Xxxx of Sale”), is executed and delivered by and between [BUYER DESIGNEE], a [●] (“FH Asset Buyer”)2, and [FH ASSET SELLER], a [●] (“FH Asset Seller”).3 All capitalized words and terms used in this Xxxx of Sale and not otherw...
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Examples of Transferred FH Companies in a sentence

  • Notwithstanding anything to the contrary herein, Seller shall take (or cause one or more of its Affiliates to take) such action as is reasonably necessary or advisable to transfer effective as of, or prior to, the Closing Date the Excluded Assets or the Retained Liabilities from the Transferred FH Companies or any of their Closing Subsidiaries to Seller or one or more of its Retained Subsidiaries for such consideration or for no consideration, as may be determined by Seller in its sole discretion.

  • Buyer agrees to furnish to Seller all information, records and assistance reasonably requested by Seller to verify the amount of the refund or credit, provided that Buyer shall not be required to furnish to Seller any consolidated, combined, affiliated or unitary Tax Return that includes Buyer or any Subsidiary or Affiliate of Buyer other than the Transferred FH Companies or any of their Closing Subsidiaries.

  • Notwithstanding the foregoing, the provisions of this Section 5.10 shall not apply to Actions brought between Seller and its Affiliates (but not including the Transferred FH Companies and their Closing Subsidiaries), on the one hand, and Buyer and its Affiliates (including after the Closing Date, the Transferred FH Companies and their Closing Subsidiaries) on the other hand.

  • Assuming satisfaction of the condition set forth in Section 8.3(a), immediately after giving effect to the transactions contemplated by this Agreement (including any Debt Financing), Buyer and its Subsidiaries (including the Transferred FH Companies and their Closing Subsidiaries) will be Solvent.

  • Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Buyer shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries) and (b) Seller, the applicable FH Share Seller or one of its Affiliates shall assume all Retained Liabilities of any Transferred FH Companies or their Closing Subsidiaries.

  • None of Buyer, the Transferred FH Companies or their Closing Subsidiaries or any of their Affiliates shall amend any Tax Return prepared and filed by Seller pursuant to Section 7.2(a) hereof without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed).

  • Except for those entities set forth in Section 3.17 of the Seller’s Disclosure Letter, the fees of which will be paid by Seller, in connection with the transactions contemplated by this Agreement, none of Seller, the Transferred FH Companies or their Closing Subsidiaries will incur, any brokerage, finders’ or similar fee for which Buyer, any FH Share Seller, any FH Asset Seller or the Transferred FH Companies or their Closing Subsidiaries are or will be liable.

  • Effective as of the Closing, Buyer shall, or shall cause one of its Affiliates to, assume or retain, as the case may be, all obligations of the Seller and its Affiliates (including the Transferred FH Companies and the Closing Subsidiaries) for the accrued and unpaid annual leave, vacation, and paid time off of the Employees except where, pursuant to applicable Law, Seller and its Affiliates are required to pay an accrued amount to an Employee in connection with Closing.

  • Except when a longer retention period is otherwise required by Law or agreed to in writing, including as set forth in Section 7.7, Seller and its Subsidiaries and the Transferred FH Companies and their Closing Subsidiaries shall retain, in accordance with their respective records control schedule policy existing from time to time, all Information relating to the FH Business and the Excluded Businesses, respectively.

  • The amount of economic benefit of any such refunds or credits of the Transferred FH Companies and their Closing Subsidiaries for any Straddle Period shall be equitably apportioned between Seller and Buyer in a manner consistent with Section 7.1 hereof.

Related to Transferred FH Companies

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

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

  • Target Companies means the Company and its Subsidiaries.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

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

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

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

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Partnership Group Member means any member of the Partnership Group.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Released Entities means released entities as such term is defined

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;