Purchaser Sub Sample Clauses
The 'Purchaser Sub' clause defines the role and responsibilities of a subsidiary entity established or designated by the purchaser in a transaction. Typically, this clause outlines how the subsidiary will act on behalf of the purchaser, such as entering into agreements, holding assets, or fulfilling specific obligations related to the deal. By clarifying the involvement of the purchaser's subsidiary, the clause ensures that all parties understand which entity is legally responsible for certain actions, thereby reducing confusion and allocating risk appropriately.
Purchaser Sub. As a material inducement to Seller and the Group Companies to enter into this Agreement and to consummate the transactions contemplated hereby, each of Purchaser and Purchaser Sub jointly and severally hereby represents and warrants to them as follows:
Purchaser Sub. Purchaser Sub is a wholly-owned indirect subsidiary of Purchaser.
Purchaser Sub. Purchaser Sub will at the Effective Time be a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Purchaser Sub will not, prior to the Effective Time, engage in any business other than the transactions contemplated by this Agreement or have any obligations or liabilities other than its obligations hereunder.
Purchaser Sub. Since the date of its incorporation, Purchaser Sub has not carried on any business or conducted any operations. Purchaser Sub was incorporated solely for the purpose of consummating the transactions contemplated by this Agreement and the Related Agreements. All of the outstanding shares of capital stock of Purchaser Sub have been validly issued, are fully paid and nonassessable and are owned by, and the Closing will be owned by, Purchaser free and clear of all Liens.
Purchaser Sub. Purchaser Sub is a newly-formed, wholly-owned subsidiary of Purchaser, formed solely for the purpose of the transactions contemplated by this Agreement, holding no assets or liabilities other than those pursuant to this Agreement.
Purchaser Sub. “Purchaser Sub” shall have the meaning set forth in the caption.
Purchaser Sub. Purchaser shall have the right to consummate any purchase of Wilhelmina Equity Interests hereunder through a newly formed subsidiary entity or entities of Purchaser. Purchaser shall inform the Control Sellers within 5 Business Days prior to the Closing of its intention with respect to which entity shall make the applicable acquisitions of equity interests hereunder. For avoidance of doubt, unless the context indicates otherwise, Purchaser alone shall have the right to determine which Purchaser entity is applicable in the event of references under this Agreement to “Purchaser or Purchaser Sub” or a similar formulation.