Asset Selling Entities definition

Asset Selling Entities means Seller and each of its Affiliates (if any) that hold (or, in the case of a Transferred Asset that is a Contract, is a party to or is otherwise bound by) a Transferred Asset or employs any of the Business Employees.
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Asset Selling Entities means Seller and/or one or more of its Subsidiaries that holds Transferred Assets.
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Asset Selling Entities means the U.S. Asset Selling Entities and the International Asset Selling Entities.
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Examples of Asset Selling Entities in a sentence

  • Seller hereby disclaims any other express or implied representations or warranties with respect to the Conveyed Companies, the Asset Selling Entities, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities.

  • The representations and warranties made by Seller in this Article III are the exclusive representations and warranties made by Seller with respect to the Conveyed Companies, the Asset Selling Entities, the Business, the Purchased Assets and the Assumed Liabilities.

  • Seller and its Affiliates have obtained each Permit of the Asset Selling Entities and the Conveyed Companies necessary for the conduct of the Business as it is currently conducted, except where the failure to possess any such Permit would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole.

  • No amounts have been called under any of the Surety Bonds or Letters of Credit and, to the Knowledge of Seller, neither the Seller nor any of its Affiliates has received any notice of mandatory recommendation from any insurer or regulatory authority requiring the Conveyed Companies or, with respect to the Business or the Purchased Assets, the Asset Selling Entities to make risk improvements that would, individually or in the aggregate, be reasonably likely to give rise to material capital expenditures.

  • None of the Conveyed Companies is a party to any Contract, and none of the Asset Selling Entities nor any Conveyed Company is a party to any Assumed Contract, in each case, with Seller or any Affiliate of Seller other than a Conveyed Company, except as will be terminated prior to Closing or is otherwise terminable at will without any material Liability to any party thereto.

  • Seller, the Company and the Asset Selling Entities, as applicable, have all requisite corporate power and authority to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which they are a party.

  • No infringement, misappropriation, or similar claim or Proceeding is pending and Seller, Company and the Asset Selling Entities have not received any written notice or threat of such claim or Proceeding against the Company.

  • All of the products sold and delivered by the Asset Selling Entities relating to the Business are subject to standard terms and conditions of sale.

  • The amount carried for allowances, including, without limitation, markdowns, price protection, bad debt allowance and reserves, are sufficient to provide for any losses which may be sustained on realization of the accounts receivable included within the Purchased Assets of the Asset Selling Entities.

  • As of the date of this Agreement, neither Seller, the Company nor the Asset Selling Entities have transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use any Transferred IP, or any exclusive right to the Licensed IP, to any Person.


More Definitions of Asset Selling Entities

Asset Selling Entities means Seller and each other Seller Entity that holds (or in the case of a Purchased Asset that is a Contract, is a party to or is otherwise bound by) Purchased Assets (including Purchased Entity Shares and Purchased Venture Interests) or Assumed Liabilities, including the entities listed on Section 1.1(a) of the Seller Disclosure Schedules.
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Asset Selling Entities shall have the meaning set forth in the recitals hereto.
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Asset Selling Entities shall have the meaning assigned to such term in the first recital hereto.
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Asset Selling Entities means, collectively, those entities set forth in Section 1.1(b) and Section 1.1(ss)(ii) of the Seller Disclosure Schedule that will sell, transfer and assign the Purchased Assets (other than the Purchased Equity) and Assumed Liabilities to Purchaser (or a Designated Affiliate) pursuant to this Agreement.
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Related to Asset Selling Entities

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

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

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

  • Target Companies means the Company and its Subsidiaries.

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

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

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

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

  • Selling Parties shall have the meaning specified in the preamble.

  • Company Subsidiaries means the Subsidiaries of the Company.

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

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

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

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Company Entities means the Company and the Company Subsidiaries.

  • Buying Entity means an End Procurer as defined in the Guidelines.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

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

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Sellers has the meaning set forth in the preamble.