Transferring Subsidiary definition

Transferring Subsidiary has the meaning set forth in Section 6.04.

Transferring Subsidiary has the meaning set forth in Section 11.3 of this Agreement.

Transferring Subsidiary means, collectively, Cummins Power Generation Inc. and Cummins Filtration Inc.

Examples of Transferring Subsidiary in a sentence

• Each Asset Transferring Subsidiary and each Intermediate Subsidiary is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership or operation of its Assets or the conduct of its business requires such qualification, except for failures to be so duly organized, validly existing, qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

• Seller has the corporate power and authority to execute, deliver and perform under this Agreement and to effect the transactions contemplated hereby, and each of Seller and each Transferring Subsidiary has the corporate power and authority to execute, deliver and perform the Ancillary Agreements and the other Acquisition Documents to which it is a party and to effect the transactions contemplated thereby.

• The Buyer shall have received a certificate dated within five (5) days before the Closing Date from the office of the Secretary of State of Minnesota certifying that Seller is validly existing and in good standing under the laws of its state of incorporation and like certificates, to the extent available, shall be provided for any Transferring Subsidiary.

• Seller, on its own behalf and on behalf of Buyer, shall promptly enforce all covenants and obligations of each Transferring Subsidiary contained in the Subsidiary Sale Agreement; provided that Seller shall not conduct or designate any Person to conduct any audit or inspection pursuant to Section 6.2(c) of the Subsidiary Sale Agreement unless it has been directed to take such action by Buyer.

• Each Transferring Subsidiary is qualified to conduct business and is in good standing in each jurisdiction in which it conducts the Business other than such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Seller Material Adverse Effect.

More Definitions of Transferring Subsidiary

Transferring Subsidiary as defined in Section 10.2.9. UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Transferring Subsidiary as defined in Section 10.2.9.

Transferring Subsidiary means Onan Corporation.

Transferring Subsidiary means any company or trust owned by, or to be acquired by, a Transferring Company or Transferring Trust identified in Schedule 8 hereto or in any relevant Delivery Notice; Transferring Subsidiary Company means any Transferring Subsidiary which is a company;

Transferring Subsidiary. Each of Nextel Communications of the Mid- Atlantic, Inc., a Delaware corporation, Nextel of California, Inc., a Delaware corporation, Nextel of New York, Inc., a Delaware corporation, Nextel South Corp., a Georgia corporation, Nextel of Texas, Inc., a Texas corporation, and Nextel West Corp., a Delaware corporation, all of which are wholly owned Subsidiaries of Nextel, and any other entity designated by Nextel in writing as a Transferring Subsidiary after the date of this Agreement and prior to the Closing Date.

Transferring Subsidiary has the meaning set forth in the Preamble. Terms may be defined above in either their singular or plural form, but may also be used in this Agreement in their other form not expressly defined above.

Transferring Subsidiary is defined in Section 8.5.