Asset Selling Affiliates definition

Asset Selling Affiliates means all of the Affiliates of Seller that own or hold the rights to any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.
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Asset Selling Affiliates means those entities listed in Section 1.1(e) of the Seller Disclosure Schedule.
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Asset Selling Affiliates shall have the meaning as set forth in preamble (D) of the Agreement.
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Examples of Asset Selling Affiliates in a sentence

  • Except as disclosed in Schedule 10.12, none of the Asset Selling Affiliates to the extent relating to the Business, Sold Entities or the JV Majority Participations is subject to any judgment, order, decree or settlement that imposes any material restriction on the conduct of its business.

  • Purchaser undertakes to, with effect from the Closing Date, assume (übernehmen) and discharge (befreien), without any limitation as set forth in this Agreement, Seller and the Asset Selling Affiliates from, and perform and fulfil (erfüllen), any of the Assumed Liabilities and shall hold harmless and indemnify Seller and the Asset Selling Affiliates from any Losses resulting from Assumed Liabilities.

  • Buyer acknowledges that Seller and the Asset Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction.

  • Buyer hereby waives compliance by Seller and the Asset Selling Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the Transactions; provided that the foregoing acknowledgement and waiver shall not be deemed to limit, waive, or otherwise modify the representations and warranties of Seller as set forth in Article III of this Agreement.

  • Except as disclosed in Schedule 10.11(a) the Sold Entities, the JV Majority Participations and, to the extent relating to the Business, the Asset Selling Affiliates (i) have not received a written notice from any Governmental Authority or to Seller’s Knowledge, any other Person during the twelve (12) months preceding the Signing Date that they are in default under or in violation of applicable Laws and (ii) are and have been in compliance in all material respects with all applicable Laws.

  • The information disclosed by or on behalf of the Alphasem Group Companies or the Asset Selling Affiliates to Kulicke in the Disclosed Documents does not omit to state any facts which, if disclosed to Kulicke, would change in any material respect the contents or scope of the information disclosed in the Disclosed Documents by the Alphasem Group Companies or the Asset Selling Affiliates.

  • Seller will, or will cause the relevant Asset Selling Affiliates to, execute and deliver to Buyer at the Principal Closing a counterpart to the Assumption Agreement and at each Non-Principal Country Unit Closing counterparts to the Additional Assumptions.

  • Further the parties have agreed to be bound by the terms of the Commission Decision of 27th December 2001 on standard contractual clauses for the transfer of personal data to processors established in third countries, under Directive 95/46/EC as evidenced in Schedule 3 of the Contract.

  • Since January 1, 2006 and other than as set forth in Schedule 7.1.9, the Alphasem Group Companies and Asset Selling Affiliates have conducted the Alphasem Business only in the ordinary course of business.

  • Except as set forth in Section 3.9(i) of the Seller Disclosure Schedule, the Seller and the Asset Selling Affiliates, as applicable, exclusively own all Purchased Intellectual Property free and clear of all Encumbrances.


More Definitions of Asset Selling Affiliates

Asset Selling Affiliates means Seller and each Selling Affiliate set forth on Section 12.01(j) of the Disclosure Schedule (other than Timken Europe (II) B.V. and Timken (Gibraltar) 2 Limited).
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Asset Selling Affiliates means those entities listed in Schedule 15.25, being those Affiliates of Seller who own Purchased Assets;
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Related to Asset Selling Affiliates

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

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

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

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

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

  • Target Companies means the Target and its Subsidiaries.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • Group Companies means the Company and its Subsidiaries.

  • Company Entities means the Company and the Company Subsidiaries.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

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

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

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

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

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Company Business means the business of the Company as presently conducted.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.