Transferred Subsidiaries Clause Samples
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Transferred Subsidiaries. (a) Section 3.3 of the Seller Disclosure Letter sets forth for each Transferred Subsidiary: (i) its authorized capital stock; (ii) number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests; and (iii) the current ownership of such shares, partnership interests or similar ownership interests. All of the Transferred Shares are validly issued, fully paid and nonassessable. None of the Transferred Shares were issued in violation of any preemptive rights and there are no options, warrants, convertible securities, rights of first refusal or first offer or other rights, agreements, arrangements or commitments relating to the Transferred Shares or obligating either Seller, Selling Subsidiaries or Transferred Subsidiaries to issue or sell any Transferred Shares, or any other interest in, the Transferred Subsidiaries. There are no outstanding Contracts of the Transferred Subsidiaries to repurchase, redeem or otherwise acquire any shares of common stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Transferred Shares constitute all of the issued and outstanding capital stock of the Transferred Subsidiaries and are owned of record and beneficially by Seller or a Selling Subsidiary free and clear of all Encumbrances other than any Encumbrances that will be released at Closing. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Transferred Shares.
(b) Seller has made available to Purchaser accurate, correct and complete copies of the organizational documents of each Transferred Subsidiary, including all amendments thereto and no Transferred Subsidiary is in material violation of any of the provisions of its organizational documents.
(c) There are no other corporations, partnerships, joint ventures, associations or other entities in which a Transferred Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same and no Transferred Subsidiary is a member of any partnership nor are they a participant in any joint venture or similar arrangement.
Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization or incorporation, which are set forth in Section 3.04(a) of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business.
(b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officer...
Transferred Subsidiaries. Prior to Closing, Parent shall and shall cause its Subsidiaries to:
10.4.1 cause all inter-company indebtedness owed by any Transferred Subsidiary to Parent or a Retained Subsidiary or by Parent or a Retained Subsidiary to a Transferred Subsidiary, to be eliminated so that at Closing there will be no inter-company indebtedness between Parent (or its Retained Subsidiaries) and any Transferred Subsidiaries, except for Trade Intercompany Accounts; and
10.4.2 cause each Transferred Subsidiary which holds any assets which are not related to the Business to transfer such assets to Parent or a Retained Subsidiary; and cause each Transferred Subsidiary which has any obligations constituting Retained Liabilities to assign such obligations to Parent, and Parent will assume such Retained Liabilities.
10.4.3 Parent shall indemnify Holdings and each Transferred Subsidiary for any loss, liability or Tax incurred by Holdings or such Transferred Subsidiary in connection with the actions referred to in Section 10.4.1 and Section 10.4.2.
Transferred Subsidiaries. (a) As of the Effective Time, (i) Spinco or another Transferred Subsidiary will own, directly or indirectly, all equity interests in the Transferred Subsidiaries (other than Spinco), in substantially the manner set forth in Section 4.03(a) of the TDCC Disclosure Letter, in each case, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws; (ii) all equity interests in the Transferred Subsidiaries will have been duly authorized, validly issued, fully paid and non-assessable; and (iii) there will be no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the equity interests in the Transferred Subsidiaries.
(b) The only issued and outstanding equity or voting interests in the JV Entity are the D▇▇ ▇▇ Interests (which constitute 50% of the outstanding interests in the JV Entity) and the Partner JV Interests (which constitute 50% of the outstanding interests in the JV Entity). As of the Effective Time, (i) the Transferred JV Interests will have been duly authorized, validly issued, fully paid and non-assessable; and (ii) there will be no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments relating to the Transferred JV Interests.
(c) Except for its interests in the Transferred Subsidiaries (other than Spinco) and the JV Entity, as of the Effective Time, Spinco will not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person.
(d) Prior to the Effective Time, true, complete and correct copies of the certificate of incorporation and bylaws (or similar organizational documents) of the Transferred Subsidiaries (other than Spinco) and the JV Entity will be furnished or made available to Parent.
Transferred Subsidiaries. Original stock certificates (if available) relating to those subsidiaries transferred to the FDIC Manager listed on Exhibit 3.1
Transferred Subsidiaries. Prior to the Closing, Seller shall convert Bucksport Leasing Company into a Delaware limited liability company in accordance with Section 266 of the Delaware General Corporation Law; provided, however, that Buyer shall bear the filing fees and legal expenses incurred by Seller associated with such conversions. Seller shall not make an election pursuant to Treasury Regulation Section 301.7701-3 with respect to Bucksport Leasing Company to be classified as an association taxable as a corporation for U.S. federal Income Tax purposes.
Transferred Subsidiaries. (a) Except as set forth on Schedule 3.4, all of the issued and outstanding shares of capital stock or other equity interests of the Transferred Subsidiaries are owned, beneficially and of record, free and clear of any Encumbrances, by another Sold Company and no other Person owns any interest in the issued and outstanding capital stock or other equity interests of the Transferred Subsidiaries.
(b) No Sold Companies own, or have any obligation to make or acquire, any Investments, except for other Sold Companies or as set forth on Schedule 3.4.
Transferred Subsidiaries. Effective immediately upon Closing, the Parties agree that the Transferred Subsidiaries shall cease representing CMS as insurance agents and brokers and any and all such appointments of the Transferred Subsidiaries on behalf of CMS as insurance agents and brokers are hereby terminated (the "Agency Termination"). Each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper to cause the appropriate state regulatory agencies to terminate any and all appointments of the Transferred Subsidiaries as insurance agents and brokers of CMS. Newco agrees to notify the Transferred Subsidiaries of the Agency Termination. Newco further agrees to provide CMS with all information required for CMS to effectuate any Agency Termination or terminate appointments of the Transferred Subsidiaries with any regulatory agencies.
Transferred Subsidiaries. The Parties acknowledge and agree that the Foreclosed Collateral shall include the Transferred Subsidiaries Securities and in connection with the Parties’ compliance with regulatory and tax requirements under Indian law, the Debtors agree to cooperate on or after the Effective Date as necessary or reasonably requested in connection with the conveyance of the Transferred Subsidiaries Securities to MTBC in accordance with applicable Law (including Indian law). For purposes of MTBC’s credit bid, the Parties acknowledge and agree that $200,000 shall be applied to the Transferred Subsidiaries Securities.
Transferred Subsidiaries. Centex has been the sole member of each of the Transferred Subsidiaries since their formation. True and correct copies of the Organizational Documents for each Transferred Subsidiary are included in the Data Site. No Transferred Subsidiary has any liabilities other than (1) those assumed by it pursuant to the terms of this Agreement; and (2) customary filing and other obligations pertaining generally to limited liability companies in Delaware.