Subsidiary Transactions Clause Samples

The Subsidiary Transactions clause defines how transactions involving a company's subsidiaries are to be handled under the agreement. It typically outlines the conditions under which subsidiaries may enter into contracts, transfer assets, or assume liabilities, and may require the parent company to ensure that subsidiaries comply with certain obligations. This clause helps ensure that the rights and responsibilities established in the main agreement are consistently applied to all relevant entities within a corporate group, thereby preventing circumvention of contractual terms through subsidiary actions.
Subsidiary Transactions. Except as set forth on Schedule 4(k) hereto, no Subsidiary of any Borrower engages, directly or indirectly in any transaction with any Affiliate of that Borrower.
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Subsidiary Transactions. Concurrently with the ----------------------- execution and delivery of this Agreement: (a) TSAT and the Company are executing and delivering the Drop Down Agreement, the TSAT Merger Agreement and the TSAT Tempo Agreement; (b) TSAT, ▇▇▇▇▇▇ and the Company are executing and delivering the TSAT Stockholders Agreement; (c) Comcast Sub I and the Company are executing and delivering the Comcast I Merger Agreement; (d) Comcast Sub II and the Company are executing and delivering the Comcast II Merger Agreement; (e) Cox Sub and the Company are executing and delivering the Cox Merger Agreement; (f) GE Sub and the Company are executing and delivering the GE Merger Agreement; (g) MediaOne, the MediaOne Transferors and the Company are executing and delivering the MediaOne Asset Transfer Agreement; (h) ▇▇▇▇▇▇▇▇ and the Company are executing and delivering the ▇▇▇▇▇▇▇▇ Asset Transfer Agreement; and (i) TWE and the Company are executing and delivering the TWE Asset Transfer Agreement.
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Subsidiary Transactions. Premier Power shall have delivered to Pubco and the Pubco Stockholder documentation reflecting the completion of transactions involving the acquisition by Premier Power from certain of the Premier Power Owners of all of the outstanding membership interests of Bright Future Technologies, LLC, a Nevada limited liability company, and all of the outstanding equity interests of Premier Power, Sociedad Limitada, a limited liability company organized under the laws of Spain.
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Subsidiary Transactions. Notwithstanding anything set forth in this Agreement to the contrary, each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter in to or permit to exist any transaction (whether in the form of an Investment, a Disposition or otherwise, and howsoever characterized) with any Unrestricted Subsidiary unless: (a) no Default or Event of Default then exists or would arise as result of the consummation of such transaction; (b) with respect to any such transaction involving cash or Cash Equivalents of a Loan Party or Restricted Subsidiary, the Payment Conditions are met; and (c) with respect to any transaction involving other assets of a Loan Party or Restricted Subsidiary, ​ (i) none of such assets constitute Parts or Accounts, and (ii) if any of such assets constitute or comprise Whole Engines, (x) such Whole Engines have been excluded from Eligible Whole Engine Collateral as ineligible, (y) the Payment Conditions are satisfied, and (z) after giving effect to such transaction, the aggregate NOLV of all Whole Engines subject to such transactions would not exceed $30,000,000 in the aggregate (other than Whole Engines comprising Specified Collateral as of the Closing Date).
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Subsidiary Transactions. Prior to the Effective Time, the Company shall dispose of all of the assets and liabilities of its Subsidiaries and any Affiliate(s) thereof, as currently reflected on Exhibit 5.10 hereto, and any net cash proceeds after deduction for all Subsidiary/Affiliate liabilities, including without limitation taxes assessed as a result of the transaction of such disposition (along with any other cash held by such entity and reflected on the balance sheet referenced below) shall be reflected as an addition to the cash portion of the Merger Consideration pursuant to Section 2.02(e). At Closing, the Company shall (consistent with its obligations under Section 3.07(a) and subject to the representations and warranties set forth therein) provide a true, correct and complete consolidating balance sheet of the entities referenced in Exhibit 5.10 reflecting only cash as an asset, and no liabilities.
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Subsidiary Transactions. On the Closing Date, SPE shall (a) have caused CPE Holdings, Inc. to exchange all of the shares of stock of S&J to Loews USA Cinemas, Inc., a wholly owned subsidiary of Company in exchange for 291,086.591 shares of Company Common Stock and (b) have caused Star to merge with and into a Loews Theatres Enterprises, Inc., a wholly owned Subsidiary of Company, with Loews Theatres Enterprises, Inc. surviving such merger, in exchange for 2,373,217.409 shares of Company Common Stock.
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Subsidiary Transactions. (a) Prior to the Effective Time, the Company shall dispose of all of the assets and liabilities of its Subsidiaries and any Affiliate(s) thereof, as currently reflected on Exhibit 5.10 hereto, except that (i) the Company need not dispose of the real estate located at and commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Elmira Real Estate”) provided the Company makes reasonable efforts to sell such Elmira Real Estate, and (ii) the disposal of (a) the Promissory Note dated September 15, 2003 in the original principal amount of $240,000 with Corning Appliance Corporation as Obligor (with present principal amount outstanding of $80,000 with another $80,000 due November 2006); and (b) the Promissory Note dated September 15, 2003 in the original principal amount of $600,000 with Corning Appliance Corporation as Maker (with principal amount outstanding of $476,747 as of July 31, 2006) (collectively, the “Promissory Notes”) for at least 90% of the principal amount due under such Promissory Notes in cash or offset to cash severance payments otherwise due ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ pursuant to the Promissory Notes Put Agreement dated August 18, 2006 (a fully-executed copy of which is attached hereto and included in the definition of “Transaction Documents” hereunder) shall not be a breach of this Section 5.10, provided that the Company makes reasonable efforts to otherwise dispose of the Promissory Notes at no less than 90% of the principal amount due under such Promissory Notes in cash. (b) At or prior to Closing, the Company shall provide evidence reasonably satisfactory to C&T that (i) it has sold substantially all the assets of Corning Realty Associates LLC (“Realty Co.”) and the net cash proceeds after deduction for its all Realty Co.’s liabilities, including without limitation taxes assessed as a result of the transaction of such disposition (along with any other cash held by such entity at the time of sale) shall be at least $750,000. (c) At Closing, the Company shall (consistent with its obligations under Section 3.07(a) and subject to the representations and warranties set forth therein) provide a true, correct and complete consolidating balance sheet of the entities referenced in Exhibit 5.10 reflecting only cash and the Elmira Real Estate (if not previously sold) as assets, and no liabilities, except for the mortgage on the Elmira Real Estate (if the Elmira Real Estate is not previously sold).” 5. Amendment of Section 8.01(i) (xii). Section 8.01(i)(xii...
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Related to Subsidiary Transactions

  • Treasury Transactions No Obligor shall (and the Company will procure that no members of the Group will) enter into any Treasury Transaction, other than: (a) any Treasury Transaction documented by a Hedging Agreement provided that such Hedging Agreement is entered into in the ordinary course of business and not for speculative purposes; (b) spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and (c) any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of business and not for speculative purposes.

  • Extraordinary Transactions Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Intercompany Transactions 89 Section 9.13

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.