Purchased Subsidiary Clause Samples
The 'Purchased Subsidiary' clause defines which subsidiary or subsidiaries of a company are being acquired as part of a transaction. It typically specifies the legal entities included in the purchase, often by name or by reference to a schedule attached to the agreement. This clause ensures that both parties are clear about the exact scope of the acquisition, preventing misunderstandings about which assets, liabilities, or operations are included in the deal.
Purchased Subsidiary. Seller is aware and agrees that the Purchased Assets include 149,982 equity shares of Indian Rupees 10/- each (“Subsidiary Shares”), comprising the entire outstanding and fully paid up share capital of the Purchased Subsidiary, and that such Subsidiary Shares will be transferred, free of any and all Encumbrances, to Buyer and/or its nominees or representatives as set forth herein. The transfer of such Subsidiary Shares will be completed at such time as agreed between Seller and Buyer and the parties will endeavor to complete the same as part of the Closing. In relation to the operations of the Purchased Subsidiary and the Subsidiary Shares, Seller represents and warrants to Buyer as below, and further confirms that such representations and warranties will, as far as applicable, be deemed to be repeated by Seller at the time of completion of the transfer of the Subsidiary Shares to Buyer and/or Buyer’s nominees or representatives:
(a) The Subsidiary Shares have been validly issued and are fully paid up and are free from Encumbrances. Upon transfer of such Subsidiary Shares to Buyer or its representatives or nominees, such transferees will acquire good and valid title to the Subsidiary Shares, free and clear of any and all Encumbrances.
(b) The Purchased Subsidiary is a company duly organized and validly existing under the laws of India and has the requisite corporate power and authority (including all required statutory and other registrations, consents and approvals) required to carry on its business as it is now being conducted.
(c) Other than the Subsidiary Shares, no other shares or other securities (including any options, rights, warrants or other instruments that may give rise to a right in favor of any person to acquire shares in the Purchased Subsidiary) have been issued.
(d) Seller has provided to Buyer audited financial statements, along with the report of auditors and Board of Directors of the Purchased Subsidiary, for the period ending March 31, 2009 (collectively, the “Subsidiary Financial Statements”), and Seller represents that the Purchased Subsidiary does not have any liabilities other than that disclosed in the Subsidiary Financial Statements.
(e) On and from April 1, 2009,
(i) the business and affairs of the Purchased Subsidiary have been conducted in accordance with past practices consistent with applicable law and for purposes of its business, and no extraordinary commitments have been made or expenses incurred by or on behalf of the Pu...
Purchased Subsidiary. The Sellers make the additional representations and warranties set forth in Exhibit 3.30 hereto with respect to the Purchased Subsidiary, which representations and warranties are incorporated by reference herein and made an integral part of this Agreement as if fully set forth herein.
Purchased Subsidiary. All outstanding capital stock and any other outstanding equity interests of Software PCTEL LLC Belgrade, a company organized under the laws of Serbia and Montenegro (the “Purchased Subsidiary”), together with any rights and options to acquire additional shares of capital stock or other equity interests of the Purchased Subsidiary and originals of the Purchased Subsidiary’s (i) corporate accounting journals and corporate books of account which comprise the Purchased Subsidiary’s permanent accounting or tax records, and (ii) minute books, seals, corporate seals, deed of incorporation, bylaws, stock transfer records and other records or minutes related to the corporate organization of the Purchased Subsidiary;
Purchased Subsidiary. (a) The Purchased Subsidiary is set forth on Schedule 2.02. The Purchased Subsidiary has been duly incorporated, formed or organized and is validly existing and is in good standing under the Laws of the jurisdiction of its incorporation, formation or organization and has the power and authority to own or lease its properties and to conduct its business as it is now being conducted.
(b) Other than the Purchased Subsidiary, none of the Purchased Companies directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association, organization or entity. The Purchased Subsidiary does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association, organization or entity.
(c) The copies of the Organizational Documents of the Purchased Subsidiary previously made available to Buyer are true, correct and complete.
(d) The Purchased Subsidiary is duly licensed or qualified and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, as applicable, and in good standing, except where the failure to be so licensed or qualified or in good standing would not result in material liability to the Purchased Subsidiary.