Alternative Seller definition
Examples of Alternative Seller in a sentence
The condition specified in Section 4(a)(iv) shall be deemed satisfied if either (x) Seller and Buyer enter into an Alternative Agreement at or before Closing as described in Section 9(a)(iv), or (y) Seller (and/or Alternative Seller and/or Successor) and Buyer enter into an amended Agreement as contemplated pursuant to Section 9(j).
In the event that there is no Alternative, Seller shall remain liable with respect to its indemnification obligations in connection with the actual or alleged infringement of such third-party patent by such Optional Addition from and after the date of Buyer's receipt of the Infringement Notice, whether or not counsel has determined that the third-party patent is valid, enforceable and/or infringed by such Optional Addition.
Seller shall not (i) file an Alternative Seller Plan, (ii) file any motion or other pleading in the Bankruptcy Court that seeks to rescind or otherwise avoid the transactions contemplated by this Agreement or (iii) withdraw the Motion.
In the event that there is an Alternative and Buyer does not implement an Alternative, Seller shall not be liable with respect to its indemnification obligations in connection with the actual or alleged infringement of such third-party patent by such Optional Addition from and after the date of Buyer's receipt of the Infringement Notice, whether or not counsel has determined that the third-party patent is valid, enforceable and/or infringed by such Optional Addition.
In the event that Seller desires to select the Entity Purchase Alternative, Seller shall, at least five (5) days prior to the expiration of the Inspection Period, deliver written notice of Seller’s exercise of the Entity Purchase Alternative.
In all cases, if Buyer determines that there is an Alternative, and Buyer chooses to implement such Alternative, Seller shall remain liable with respect to its indemnification obligations hereunder with respect to the use of such Alternative to the extent otherwise applicable.
The Seller will inform the Purchaser in writing immediately following the receipt by the Seller, the Companies, their Affiliates or any Representative of any proposal or inquiry in respect of any Alternative Seller Transaction.
The alternative structure shall be selected by Buyer and shall be reasonably acceptable to the Seller, provided that the parties hereto agree the Successor Alternative shall be reasonably acceptable to Seller in the event that no change in any Tax law that would reasonably be expected to have a material adverse impact on the Tax consequences to Seller or Alternative Seller (or their respective stockholders or equityholders, as applicable) of such alternative occurs on or before the Closing Date.