Asset Selling Entity definition

Asset Selling Entity means Seller and each Affiliate thereof that owns Purchased Assets, including those listed as such on Schedule 1.1(a) of the Seller Disclosure Letter, and all such entities shall be referred to collectively as the “Asset Selling Entities.”
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Asset Selling Entity means each entity listed as such on Schedule 1.01(a), Schedule 1.01(b) or Schedule 1.01(c). All such entities shall be referred to collectively as the “Asset Selling Entities.” To the extent any of the Other Business Assets, any of the Transferred IP or the Transferred Contract identified on Schedule 1.01(a), Schedule 1.01(b) or Schedule 1.01(c), as applicable, as being owned or held by a given Asset Selling Entity are transferred to another entity prior to being transferred to the Company at the Closing or in the Asset Transfer, as applicable, such other entity shall be treated as an Asset Selling Entity for purposes of Sections 2.01, 2.02, 2.03, 2.04, 3.02, 3.03, 3.06, 3.16, 3.24, 5.02 and 5.03 as if such entity were an Asset Selling Entity on the date of this Agreement.
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Asset Selling Entity has the meaning set forth in the Recitals.
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Examples of Asset Selling Entity in a sentence

  • Each Asset Selling Entity and each Conveyed Company is in compliance with all of the terms and requirements of each such Permit, except as 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.

  • Each Equity Selling Entity and Asset Selling Entity has full corporate, company or partnership power and authority to enable it to own, lease or otherwise hold the Purchased Assets owned, leased or otherwise held by it and to conduct the Business as presently conducted by it.

  • Except as 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, as of the date hereof, no Asset Selling Entity or Conveyed Company has given to or received from any other Person any written notice (i) regarding any actual, alleged, possible, or potential breach of, or default under, any Real Property Lease or (ii) announcing or threatening termination or cancellation of any Real Property Lease.

  • Purchaser shall have received a properly executed affidavit pursuant to Section 897 of the Code certifying that each Conveyed Company is not a United States real property holding corporation and that each Asset Selling Entity is either not a foreign person, as defined in Section 1445(f)(3) of the Code, or that none of the Purchased Assets sold by an Asset Selling Entity is a U.S. real property interest, as defined in Section 897(c) of the Code.

  • As of the date of this Agreement, Seller and each Conveyed Company and/or Asset Selling Entity has complied with all applicable Laws, agreements or past practice to notify, consult or negotiate with all unions, works councils or other employee representative groups that were required to be notified, consulted or negotiated with prior to the execution of this Agreement or announcement thereof.

  • An Asset Selling Entity or a Conveyed Company has title in fee simple (or its equivalent under applicable Law) to the Real Property, free and clear of all Liens other than Permitted Liens and Liens that will be released at or prior to the Closing.

  • Seller shall provide such draft invoice within a reasonable period of time prior to the due date for Seller (or the relevant Equity Selling Entity or Asset Selling Entity) to issue such invoice (taking into account any applicable extensions), and Seller shall reflect on such VAT invoices the required information provided by Purchaser and any reasonable comments submitted by Purchaser.

  • None of the BP Asset Selling Entity or the Purchased Subsidiaries has committed any act, and there has been no omission, which would result in, and there has been no occurrence which could reasonably be expected to give rise to, any material liability or liability for breach of warranty (whether covered by insurance or not) on the part of any of the BP Asset Selling Entity or the Purchased Subsidiaries, with respect to services or products sold prior to the Closing.

  • To the Knowledge of Seller, each Conveyed Company and Asset Selling Entity has all Permits that are necessary for it to conduct the Business in the manner in which it is presently conducted, other than those the failure of which to possess would not have a Material Adverse Effect.

  • The parties must have entered into each Ancillary Agreement, the Purchaser License Agreement and, if applicable pursuant to Section 2.10(a), the Commissionaire Agreement, in each case in the form attached hereto, and, for each instance in which an Asset Selling Entity is transferring patents, trademarks or assets with an aggregate value in excess of $5,000, each Local Transfer Document.


More Definitions of Asset Selling Entity

Asset Selling Entity means each entity listed as such on Schedule 1.1(a), and all such entities shall be referred to, collectively, as the “Asset Selling Entities”.
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Related to Asset Selling Entity

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

  • 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).

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

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

  • Filing entity means the reporting entity that is required to file a financial

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

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

  • Seller Affiliate means any Affiliate of Seller.

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

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • 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.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

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

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Target Companies has the meaning set forth in the recitals.

  • Acquired Entities means the Company and the Company Subsidiaries.

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

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

  • Seller has the meaning set forth in the Preamble.

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

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • the Seller means the person so described in the Order;

  • Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Company Subsidiaries means the Subsidiaries of the Company.