Contributing Subsidiaries definition
Examples of Contributing Subsidiaries in a sentence
In connection with the Exchangeable Securities IPO, each of Lazard Group and the Contributing Subsidiaries, with Lazard Ltd as guarantor thereof, shall enter into appropriate forward contracts providing for the issuance of Lazard Group Common Units to such Contributing Subsidiaries on substantially similar terms in respect of pricing, timing and antidilution as set forth in the forward purchase contracts forming part of the Exchangeable Securities.
All issued shares of capital stock of, or beneficial interests in, each of such Party’s Contributing Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in full compliance with Applicable Law, and are free and clear of Liens.
Such Party’s Contributed Business has not suffered or sustained any work stoppage, and, to the knowledge of such Party and its Contributing Subsidiaries, no such work stoppage is officially threatened by any organization representing such Contributed Business’ employees or the employees themselves.
Each of such Party’s Contributing Subsidiaries is wholly owned, directly or indirectly, by such Party.
None of such Party’s Contributing Subsidiaries has waived any statute of limitations in respect of any Tax or agreed to an extension of time with respect to any Tax assessment or deficiency.
Neither such Party nor any of its Contributing Subsidiaries has received any notice of a material increase in the premium for any Insurance Policy.
Confidential client information of either Party or its Contributed Business, and any other Business Information forming part of the Contributed Assets of either Party or any of its Contributing Subsidiaries a copy of which is retained by such Party or such Contributing Subsidiary as the case may be, shall be maintained and kept confidential in accordance with Applicable Law and any confidentiality obligation.
There are no Claims, disputes or controversies pending or, to the knowledge of such Party and its Contributing Subsidiaries, threatened in writing, involving any Contributed Business Individual or group that includes any such Person.
To the knowledge of such Party and its Contributing Subsidiaries, no Person is infringing or misappropriating any of such Party’s Contributed IP.
Such Party has delivered or made available to the other Party true, accurate and complete copies of all Tax Returns filed, examination reports, and statements of deficiencies assessed or agreed to by any of such Party’s Contributing Subsidiaries since its inception.