Transferred Subs definition

Transferred Subs has the meaning set forth in Section 1.1(a).
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Transferred Subs have the meanings set forth in the recitals to this Agreement.
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Examples of Transferred Subs in a sentence

  • The Seller shall prepare and duly file all required Tax Returns for the Transferred Subs for all Pre-Closing Tax Periods, including, without limitation, for those jurisdictions and tax authorities that permit or require a short period Tax Return, for the period ending on the Closing Date.

  • Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, at the Closing the Seller and each of the Selling Subs will sell, assign, transfer, convey and deliver, as the case may be, to the Purchaser and the Purchasing Subs the Acquired Assets, and the Acquired Assets and the assets held by the Domestic Transferred Subs will be free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.

  • At the Closing, except as set forth on Schedule 1.1(a), none of the Transferred Subs or any direct or indirect subsidiary, if any, of a Transferred Sub will hold any equity interest in any other entity.

  • Purchaser shall prepare and duly file, or cause the Transferred Subs to prepare and duly file, all Tax Returns for the Transferred Subs for all periods beginning after the Closing Date.

  • Seller shall use, and shall cause the Companies and the Transferred Sub to use, reasonable best efforts to preserve intact the Companies' and the Transferred Sub's business organizations, to keep available the services of their current officers, employees and consultants, and to preserve their present relationships with customers, suppliers and other Persons with which they have business relations.

  • Each of the Sellers and the Transferred Subs is duly organized, validly existing and in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so existing and in good standing or to have such power and authority would not be reasonably likely to have a Material Adverse Effect.

  • Set forth on Schedule 1.1(b)(vi) (A) and Schedule 3.15 is a complete and correct list of all Owned Real Property and real property owned by the Transferred Subs setting forth the address and legal and beneficial owner of each such parcel of property.

  • The Purchaser shall not assume or agree to pay, perform or otherwise discharge any liabilities, obligations or expenses of the Seller or its Affiliates (other than the Transferred Subs) other than the Assumed Liabilities (the "Excluded Liabilities").

  • Other than as set forth on Schedule A, none of the Transferred Subs holds any equity interest in any other entity.

  • The Seller shall terminate or cause the Transferred Subs to terminate the employment of 60 to 70 employees in its web services business at or prior to Closing; provided, however, that any such employees that terminate their employment with Seller or that have been transferred out of Seller's web services business to another open position within the Business, shall count as terminated employees for the purposes of this section.

Related to Transferred Subs

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

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

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

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

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

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

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

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • 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 Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Transferred Permits has the meaning set forth in Section 1.1(b).

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

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

  • 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.

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

  • 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.

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

  • 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;

  • Target Companies means the Target and its Subsidiaries.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

  • Transferred IP means the intellectual property rights set out in the Asset List.