Purchaser Subsidiary Sample Clauses
The 'Purchaser Subsidiary' clause defines the rights and obligations of subsidiaries of the purchaser within the context of the agreement. It typically clarifies whether subsidiaries are included as parties to the contract, and may specify the extent to which the purchaser can assign rights or delegate duties to its subsidiaries. For example, it might allow a purchaser’s subsidiary to receive goods or services or to fulfill certain contractual obligations on behalf of the purchaser. This clause ensures clarity regarding which entities are covered by the agreement, thereby preventing disputes about the involvement or liability of affiliated companies.
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Purchaser Subsidiary. 18 Representatives.............................................................26 Restraints..................................................................40 SEC..........................................................................9
Purchaser Subsidiary. Purchaser shall take commercially reasonable efforts to cause Purchaser Subsidiary to (a) be duly formed, (b) be authorized to enter into the India APA, conduct the Target Business and hire the Personnel located in India, (c) establish employee benefits for such Personnel, which shall not be less favorable than the benefits provided to such Personnel by the Company Subsidiary, and (d) otherwise be able fulfill the obligations of Purchaser set forth in Section 5.11.
Purchaser Subsidiary. 38 Release............................................14
Purchaser Subsidiary. Prior to the Closing, the Purchaser will transfer (and Sellers agree to such transfer) to ▇▇▇▇▇▇ Cable Communications Corporation, its wholly-owned Wyoming subsidiary (the "Subsidiary") all of its assets (the "Purchaser Excluded Assets") except for (i) the amount of cash and marketable securities in excess of $1.2 million, which amount in any event shall be at least $700,000; and, (ii) its working interest in, and its operating agreement with respect to, the property known as Twenty Mile Hill, which is held by Metro Minerals Corporation, a wholly-owned subsidiary of Purchaser (a copy of the legal description of which is hereto attached as Exhibit B). All economic credit for any net operating loss of the Purchaser calculated as of September 30, 1995, shall be given to the Subsidiary, and the Subsidiary shall have no obligation whatsoever for payment of any consolidated tax liability until such time as the separate taxable income of the Subsidiary exceeds the aforementioned net operating loss, which as of June 30, 1995, was approximately $830,000. In the event Closing occurs after November 30, 1995, then the net operating loss shall be calculated as of the end of the calendar month preceding the month in which Closing occurs. After the Closing, the Subsidiary shall loan the Purchaser, upon its request, amounts up to $18,000 as are necessary to pay debt service on that portion of the Assets known as the Lake Hatch properties, which loans shall be made for a period of up to 90 days on a fully secured basis with simple interest at the annual rate of 10% and pursuant to other commercially reasonable terms and conditions to be agreed upon by the parties. Such loan shall be repaid as the first priority out of proceeds of a private placement of Purchaser's securities but in any event shall be repaid within 90 days after the making of such loan. The Common Stock of the Subsidiary shall be distributed to the holders of the Purchaser's Common Stock as soon as practicable and, if so qualified, on a non-taxable basis. In any event, and regardless of tax consequences, the parties intend, and Purchaser shall cause, such distribution to occur not later than 36 months from the Closing. The Subsidiary shall be operated autonomously by the current management of the Purchaser, but in no event for more than five years, pursuant to the terms of an operating agreement (the "Operating Agreement") and management agreement (the "Management Agreement") to be entered into with the Pur...
Purchaser Subsidiary. At any time prior to the Closing, Purchaser shall have the right, upon prior written notice to Seller, to substitute a majority-owned subsidiary of Purchaser as a party to this Agreement in place of Purchaser, provided that such substitution shall not reliever Purchaser of its obligations under this Agreement. Except as set forth in the preceding sentence, upon any such substitution, such subsidiary shall immediately be deemed to the Purchaser for all purposes of this Agreement.