Asset Seller definition
Examples of Asset Seller in a sentence
The Asset Sellers shall pay and satisfy in due course all Excluded Liabilities that any Asset Seller is obligated to pay and satisfy.
No Asset Seller has ever received any notice that a product or service sold or provided by or on behalf of it or its Affiliates solely with respect to the Business or the Purchased Assets is recalled or is otherwise defective or not in conformity in all material respects with applicable product or service specifications, contractual commitments, express and implied warranties, or applicable Laws.
Except as set forth on Schedule 5.17, there is no Action of any nature pending or, to Seller’s Knowledge, threatened against or by (a) (i) Parent or 2WR of GA relating to or affecting any Company, the Business, or the Purchased Shares, or (ii) any Asset Seller relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) any Seller Party that challenges or seeks to prevent, enjoin or otherwise delay the Transactions.
The applicable Asset Seller shall pay, or cause to be paid, all such amounts to the appropriate Persons as and when due.
The applicable Asset Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of such Asset Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing.