Buyer Assignee definition

Buyer Assignee has the meaning set forth in Section 14.5.
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Buyer Assignee means one or more subsidiaries or affiliates of Buyer to which Buyer assigns all or any portion of its rights to acquire the Purchased Assets and delegates all or any portion of its obligations to fulfill the Assumed Liabilities pursuant to Section 10.5 of this Agreement.
Sample 1
Buyer Assignee means any Affiliate of Buyer nominated by Buyer pursuant to a letter of nomination delivered to Seller at least five (5) Business Days prior to the Closing Date.
Sample 1

Examples of Buyer Assignee in a sentence

  • In connection with any permitted assignment hereof, the assignor shall remain jointly and severally liable for its obligations and the obligations of its permitted assignee, including in the case of Buyer, any Buyer Assignee.

  • As expressly modified herein, the Agreement remains in full force and effect and Original Buyer, Buyer Assignee and Seller ratify and affirm the Agreement as modified herein.

  • In the event of the Permitted Assignment, Buyer shall remain directly responsible for all obligations of Buyer hereunder and further cause Buyer Assignee to fully comply with the terms hereof, it being the understanding and agreement of the parties that Buyer shall in no way be relieved of any liability or responsibility hereunder.

  • In the event of a transfer to a Buyer Assignee, such Buyer Assignee shall assume in writing all of the transferor’s obligations and liabilities hereunder (whenever arising, whether before or after such assumption), but such transferor shall not be released from its obligations hereunder.

  • Notwithstanding the foregoing, Buyer shall be entitled to assign this Agreement and its rights hereunder to a corporation, general partnership, limited partnership, limited liability company or other lawful entity entitled to do business in the state in which the Real Property is located provided such entity shall be controlled by, controlling or under the common control with Buyer ("Assignee").

  • The Sellers hereby agree that Buyer may assign, without limitation, the covenants set forth in SECTION 6.6 to any successor to of Buyer, or Buyer Assignee.

  • Notwithstanding the foregoing, Buyer shall be entitled to assign this Agreement and its rights hereunder to a corporation, general partnership, limited partnership, limited liability company or other lawful entity entitled to do business in the state in which the Property is located provided such entity shall be controlled by, controlling or under the common control with Buyer ("Assignee").

  • From and after the effectiveness of any assignment by Buyer permitted under this Section 11.3, (A) such assignee shall become a "Buyer Assignee" hereunder and (B) any reference to "Buyer" in this Agreement shall be deemed to be a reference to such Buyer Assignee.

  • Each Buyer Assignee is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the Laws of the jurisdiction of its organization and each Buyer Assignee has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted, except where the absence of such power and authority would not have a Buyer Material Adverse Effect.

  • The Company represents and warrants to each Buyer Assignee that, as of the date hereof and as of the Closing Date when such Buyer Assignee purchases Notes from the Company, all of the representations and warranties contained in Section 3 of the SPA are true and correct.


More Definitions of Buyer Assignee

Buyer Assignee has the meaning given to it in Article 11.
Sample 1
Buyer Assignee means any wholly-owned subsidiary of Astronics to which Astronics assigns its rights and obligations under this Agreement in accordance with Section 10.07.
Sample 1

Related to Buyer Assignee

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Charter Assignment means a specific assignment of each Extended Employment Contract required to be executed hereunder by any Borrower in favour of the Security Trustee (including any notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Agent and the Majority Lenders may require in their sole discretion;

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Substitute Purchaser is defined in Section 21.

  • Non-citizen Assignee means a Person whom the General Partner has determined in its discretion does not constitute an Eligible Citizen and as to whose Partnership Interest the General Partner has become the Substituted Limited Partner, pursuant to Section 4.9.

  • Purchaser means the organization purchasing the goods.

  • Dealer Assignment means, with respect to a Receivable, the executed assignment executed by a Dealer conveying such Receivable to AmeriCredit or an Originating Affiliate.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Seller Affiliate means any Affiliate of Seller.

  • Transferee Letter Defined in Section 13.16.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Qualified Assignee means (a) any Lender, any Affiliate of any Lender and, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, and (b) any commercial bank, savings and loan association or savings bank or any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which has a rating of BBB or higher from S&P and a rating of Baa2 or higher from Xxxxx'x at the date that it becomes a Lender and which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that no Person determined by Agent to be acting in the capacity of a vulture fund or distressed debt purchaser shall be a Qualified Assignee and no Person or Affiliate of such Person (other than a Person that is already a Lender) holding Subordinated Debt or Stock issued by any Credit Party shall be a Qualified Assignee.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Acquiring Party has the meaning given such term in Section 4.1.

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Warranty Purchaser The Person described in Section 2.04 of the Trust Sale Agreement.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Purchaser/ User means ultimate recipient of goods and services

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.

  • Buyer has the meaning set forth in the preamble.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Buyer Party means each Affiliate of Buyer that is, or is contemplated by this Agreement to become at the Closing, a party to one or more Transaction Agreements. For clarity, none of the Acquired Companies shall be deemed to be a “Buyer Party” hereunder.

  • Seller has the meaning set forth in the Preamble.