Asset Seller Entities definition

Asset Seller Entities means, individually, or collectively, Seller and the Subsidiaries of Seller that are identified in Schedule 1.01(a).
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Examples of Asset Seller Entities in a sentence

  • Purchaser agrees to continue to use its reasonable best efforts after the Closing to relieve the Asset Seller Entities, Xxxxxx and their respective Affiliates of all such Seller Guarantees.

  • This Section 4.07 does not relate to compliance with Laws or Governmental Authorizations to the extent relating to Tax matters, which are the subject of Section 4.08, Intellectual Property matters, which are the subject of Section 4.09, or compliance with (i) the rules or regulations of the FDA or any comparable Healthcare Regulatory Authority having jurisdiction over the Asset Seller Entities or (ii) matters the subject of Food and Drug Laws and Health Care Laws, which are the subject of Section 4.12.

  • He was accused by the government of working with political opponents to orchestrate the violence in order to create chaos in the prisons and destabilize the government.226 Mr. Reeder noted that the 2012 recipient of the award was Raúl Cubas, one of the founders of PROVEA, an NGO from which the Subcommittee heard during this study.

  • Any reference herein to the Purchased Assets as of the date hereof, or at any time prior to the Closing, including in Article IV and Section 6.01 shall mean the assets, rights and properties of the Asset Seller Entities at such referenced time, which if owned on the Closing Date would be Purchased Assets.

  • Any reference herein to the Purchased Assets or Transferred Intellectual Property as of the date hereof, or at any time prior to the Closing, including in Article IV and Section 6.01 shall mean the assets, rights and properties of the Asset Seller Entities at such referenced time, which if owned on the Closing Date would be Purchased Assets.

  • Solely with respect to the Business, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all state, federal, local, national, foreign or multinational laws, statutes, ordinances, codes, rules or regulations (“Laws”) or Judgments applicable to the Asset Seller Entities, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to be material to the Business.

  • For purposes of this Agreement, “Material Contract” means (i) the OEM Supply Agreement, (ii) the Scios Agreement, and (iii) any other Contracts included within the Purchased Assets or under which there exists Assumed Liabilities with a customer of the Business, including distributors, which provided for aggregate payments to the Asset Seller Entities related to the Business of more than $500,000 during the fiscal year ended December 31, 2016.

  • Solely with respect to the Triage Business, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all state, federal, local, national, foreign or multinational laws, statutes, ordinances, codes, rules or regulations (“Laws”) or Judgments applicable to the Asset Seller Entities, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business.

  • Subject to the terms and conditions of this Agreement, at the Closing, Purchaser, on behalf of itself and the other Designated Purchasers, shall (a) pay to Seller, on behalf of the Asset Seller Entities, an aggregate purchase price for the Purchased Assets in an amount in cash equal to $400,000,000 (the “Initial Purchase Price”) and (b) assume the Assumed Liabilities (together with the Initial Purchase Price, the “Purchase Price”).

Related to Asset Seller Entities

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Parent has the meaning set forth in the Preamble.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Seller Affiliate means any Affiliate of Seller.

  • Company Entities means the Company and the Company Subsidiaries.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Seller has the meaning set forth in the Preamble.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Sellers has the meaning set forth in the preamble.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Group Companies means the Company and its Subsidiaries.

  • Buyer has the meaning set forth in the preamble.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Acquired Subsidiaries means Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.