Contributed Subsidiary definition

Contributed Subsidiary means a Citigroup Contributed Subsidiary or a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Contributed Subsidiary, as the context requires.
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Contributed Subsidiary has the meaning set forth in the Recitals to this Agreement.
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Contributed Subsidiary means each Iris Contributed Subsidiary, Oracle Contributed Subsidiary and ▇▇▇▇▇▇ Contributed Subsidiary.
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Examples of Contributed Subsidiary in a sentence

  • To the extent any Pre-Closing Emerson Combined Tax Return reflects operations of an Emerson Contributed Subsidiary for a Taxable period that includes the Closing Date, Emerson shall include in such Pre-Closing Emerson Combined Tax Return the results of such Emerson Contributed Subsidiary on the basis of the Closing of the Books Method to the extent permitted by Applicable Law.

  • Following the Closing, no member of the ▇▇▇▇▇▇▇ Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the ▇▇▇▇▇▇▇ Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.

  • Newco shall prepare and file, or cause to be prepared and filed, any Emerson Contributed Subsidiary Non-▇▇▇▇▇▇▇ Group Tax Return and any other Tax Return of any member of the Newco Group that is not a Pre-Closing Emerson Combined Tax Return.

  • USAi represents and warrants to Universal that, (a) Schedule 3.05(a) sets forth, for each Contributed Subsidiary, the amount of its authorized capital stock or other ownership interests, the amount of its outstanding capital stock or other ownership interests and the record and beneficial owners of its outstanding capital stock or other ownership interests.

  • As of the date hereof, there are not any outstanding contractual obligations of any such Contributed Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of such Contributed Subsidiary.

  • Except as set forth on Schedule 3.05(a), there are no shares of capital stock or other ownership interests in any such Contributed Subsidiary issued, reserved for issuance or outstanding.

  • There are not any bonds, debentures, notes or other indebtedness of any such Contributed Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock or other ownership interests of such Contributed Subsidiary may vote ("Voting Subsidiary Debt").

  • Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the ▇▇▇▇▇▇▇ Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto.

  • If a portion or all of any ▇▇▇▇▇▇▇ Contributed Subsidiary Carried Item is allocated to a member of a Combined Group pursuant to Section 5, and is carried forward to an ▇▇▇▇▇▇▇ Contributed Subsidiary Non-▇▇▇▇▇▇▇ Group Tax Return, any Tax benefits arising from such carryforward shall be retained by the Newco Group.

  • Newco shall not be entitled to any Tax Refunds received by any member of the ▇▇▇▇▇▇▇ Group or any ▇▇▇▇▇▇▇ Contributed Subsidiary, except as set forth in Section 7(b) (or, with respect to any ▇▇▇▇▇▇▇ Contributed Subsidiary Carried Item, Section 6).


More Definitions of Contributed Subsidiary

Contributed Subsidiary means a Wachovia Contributed Subsidiary or a Prudential Contributed Subsidiary, as the context requires.
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Contributed Subsidiary means each Subsidiary of the Company listed on Schedule A.
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Contributed Subsidiary means each Iris Contributed Subsidiary, Oracle Contributed Subsidiary and Watson Contributed Subsidiary.
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Contributed Subsidiary is defined in Section 1.1(j).
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Contributed Subsidiary has the meaning set forth in the Recitals to this Agreement. “Deferred Issuance and Distribution” has the meaning set forth in Section 3.1. “Distribution Amount” has the meaning set forth in the Recitals to this Agreement.
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Contributed Subsidiary means, collectively, each Subsidiary of a Contributed Holding Company.
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Related to Contributed Subsidiary

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.