Asset Purchasers definition

Asset Purchasers means, individually or collectively, the Affiliates of Abbott that are identified on Schedule 1.01(a) attached hereto.

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Asset Purchasers whose names are set forth in Annex 1 (Details Regarding Shares and Sale Assets), for the purposes of Section 5.17 only, ING Bank N.V. and for the purposes of Section 5.18 only, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc.

Asset Purchasers means, respectively, each and all of the entities designated in Schedule 1.1 or to be designated within seven (7) days prior to the Closing in accordance with this Agreement.

Examples of Asset Purchasers in a sentence

• Neither ITTI nor any of its Subsidiaries shall, for a period of three years after the Closing Date, directly or indirectly, engage in the Business in competition with Purchaser and its Subsidiaries, the Electrical Companies or the Designated Asset Purchasers in any location in the world, whether or not Purchaser or any of its Subsidiaries, the Electrical Companies or the Designated Purchasers engages in the Business in that particular location.

• Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, ITTI shall or shall cause the Asset Sellers to sell, assign, transfer, convey and deliver to Purchaser and/or the respective Designated Asset Purchasers, and Purchaser shall or shall cause the applicable Designated Asset Purchasers to purchase and acquire, all of the Asset Sellers' right, title and interest in the Purchased Assets.

• Buyer shall, and shall cause each Asset Purchaser to, permit Seller and the Asset Sellers to have reasonable access to all business records turned over to Buyer or the Asset Purchasers in accordance with this Agreement or the Asset Purchase Agreements; provided, however, that such access shall be allowed only during normal business hours, with reasonable advance notice and in such manner as not to interfere unreasonably with the normal business operations of the Business.

• Notwithstanding the foregoing, the Company shall use commercially reasonable efforts to use excess Cash available immediately prior to or at the Closing to pay off or pay down the Deductions to the full extent of such excess available Cash.

• As consideration for the purchase of the Purchased Assets, the Common Stock and the Membership Interests, JAI and the Asset Purchasers shall pay to F▇▇▇▇▇ and the Asset Sellers an aggregate consideration of $26,000,000 (the “Purchase Price”).

• JAI and the Asset Purchasers shall also pay or cause to be paid and shall indemnify and hold harmless ▇▇▇▇▇▇ and the Asset Sellers from and against all Related Costs of ▇▇▇▇▇▇ or the Asset Sellers incurred in connection with the Taxes for which JAI and the Asset Purchasers indemnify ▇▇▇▇▇▇ and the Asset Sellers pursuant to this Section 8.1(b) (or any asserted deficiency, claim, demand or assessment, including the defense or settlement thereof) or the enforcement of this Section 8.1(b).

• Subject to the terms and conditions set forth herein, in full consideration for the sale, conveyance, assignment, transfer and delivery of the Acquired Assets, Buyer shall deliver or cause to be delivered by the Asset Purchasers to Seller the Purchase Price payable at the Closing by wire transfer of immediately available funds to an account or accounts designated in writing by Seller for the benefit of each Asset Seller (with Seller acting as agent for each Asset Seller).

• Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, except as set forth in the following sentence, ITTI shall or shall cause the Asset Sellers to sell, assign, transfer, convey and deliver to Purchaser and/or the respective Designated Asset Purchasers, and Purchaser shall or shall cause the applicable Designated Asset Purchasers to purchase and acquire, all of the Asset Sellers' right, title and interest in the Purchased Assets.

• All covenants, agreements and conditions contained in this Agreement to be performed by JAI or the Asset Purchasers on or prior to the Closing Date will have been performed or complied with in all respects.

• Purchaser, the Asset Purchasers and Securities Purchasers have the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Purchaser and/or each of the Asset Purchasers and Securities Purchasers is a party, and to perform their obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein.

More Definitions of Asset Purchasers

Asset Purchasers means, individually or collectively, the Affiliates of Abbott that are identified on Schedule 1.01(a) attached hereto. “Asset Sellers” means, individually or collectively, the Affiliates of Guidant that are identified on Schedule 1.01(a) attached hereto. “Assumption Agreements” means the Assumption Agreements to be executed by the applicable Asset Purchasers and Guidant and/or the

Asset Purchasers means, as regards the purchase of any Group Business, the relevant member of the Purchaser Group whose name is set opposite the relevant Group Business set forth in Schedule 1.1.

Asset Purchasers means, as regards the purchase of any Group Business, the relevant member of the Purchaser Group whose name is set opposite the relevant Group Business set forth in Schedule 1.1.2.

Asset Purchasers means the Purchaser Affiliates set forth on Schedule 1, with respect to the Inventory or Acquired Assets set forth opposite their name.