Independent Purchaser definition

Independent Purchaser means a Person who is not: (i) a Person having any direct financial interest or any material indirect financial interest in any Borrower Party or in any Affiliate of any Borrower Party, (ii) a Person connected with any Borrower Party or any Affiliate of any Borrower Party as an officer, employee, promoter, underwriter, trustee, partner, member, manager, director or person performing similar functions, (iii) Xxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxx or Xxxxxx X. Xxxxxxx, Xx. (each, “Key Person”), a member of the immediate family of any Key Person, or a Person in which a Key Person or any Key Person’s immediate family member has a direct or indirect interest, (iv) a member of the immediate family of a Person who is defined in (i) or (ii) above, or (v) a Person Controlling, Controlled by or under the common Control of anyone listed in (i) through (iv) above.
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Examples of Independent Purchaser in a sentence

  • During Executive Session, the following matters were discussed and/or voted upon: On motion by Trustee Parker, seconded by Trustee Patterson, with Trustee Robinson participating by phone, all Trustees legally present and participating voted unanimously to approve the settlement of the IHL Self-Insured Workers’ Compensation Claim No. 55-32412, styled as James Sykes vs.

  • Independent Purchaser funds the purchase by borrowing an amount by way of a bridging loan from an unrelated bank.

  • Intra-group loans (debt instruments) can be utilised to achieve a similar tax-free sale to Independent Purchaser.

  • Settlement of the bridging loan reflects arm’s length consideration for the utilisation of the cash funds, and Independent Purchaser remains as the top parent despite the funds leaving the group.

  • Parent plans to sell Operating Sub to Independent Purchaser without tax.

  • Common Parent then sells all the Newco shares and the debt instrument to Independent Purchaser.ResultThe sale to Independent Purchaser triggers the de-grouping charge because Newco is no longer owned by Common Parent.

  • A comprehensive analysis and response to the submission from the Crafar Farms Independent Purchaser Group is set out in Appendix 5.13 This group, led by Sir Michael Fay, has also offered to purchase the farms from the receivers.

  • Independent Purchaser then uses the funds to settle the bridging loan.

  • Operating Company distributes the funds to Common Parent, which in turn distributes these funds to Independent Purchaser.

  • In the second step of the transaction, Common Parent (now controlled by Independent Purchaser) forms Newco, which borrows funds from a second bank.

Related to Independent Purchaser

  • Subsequent Purchaser Any Person that acquires an interest in a Mortgage Loan from Purchaser.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Independent Shareholders means holders of Voting Shares, other than:

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Initial Purchaser As defined in the preamble hereto.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Shares or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Shares.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Co-Investor means any of (a) the assignees, if any, of the equity commitments of any Sponsor who become holders of Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) on the Original Closing Date in connection with the acquisition of the Company by the Sponsor and (b) the transferees, if any, that acquire, within 90 days of the Original Closing Date, any Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) held by any Sponsor as of the Original Closing Date.

  • Purchaser means the organization purchasing the goods.

  • Qualified Investor means an investor who has been certified by the commissioner under subdivision 3.

  • Independent Person means a person appointed under section 28(7) of the 2011 Act;

  • Independent Party means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Anchor Investor means a Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Xxxxxxx Prospectus and who has Bid for an amount of at least ₹100 million.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Professional Investor means an investor who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. Professional investors include, among others, entities which are required to be authorised or regulated to operate in the financial markets, large undertakings, and other institutional investors whose main activity is to invest in financial instruments;

  • Independent Investment Bank means one of the Reference Treasury Dealers that the Issuer appoints to act as the Independent Investment Bank from time to time.

  • Independent Qualified Party means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of February 1, 2003, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Minnesota, National Xxxxxiation, EMC Mortgage Corporation and JPMorgan Chase Bank, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91- 38, PTE 90-1, PTE 95-60, PTE 00-00 xxx (XX) xxxx xxx xive rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Purchasers is defined in Section 12.3.1.

  • Substitute Purchaser is defined in Section 21.

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.