Buyer Designated Affiliate definition

Buyer Designated Affiliate. As defined in Section 10.7.
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Buyer Designated Affiliate has the meaning specified in Section 2.1.
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Buyer Designated Affiliate. As defined in Section 10.7. "Buyer Incurred Damages" As defined in Section 6.1(a). "Buyer's Clinical Nutrition Business" The business conducted by the Buyer and its Affiliates (including by using assets, properties and rights used by the relevant business unit(s) of the Buyer and its Affiliates) of developing, manufacturing, marketing, distributing and selling enteral nutrition products (including both branded and unbranded products and also tube feed and sip feed products) and clinical oral nutrition products (including both branded and unbranded products and includes all packaging types), in both the institutional and retail channels, and medical devices related to enteral nutrition. "Cash Pooling Loans" As defined in Section 2.4. "Closing" As defined in Section 9.1. "Closing Date" As defined in Section 9.1. "Closing Date Net Debt" As defined in Section 2.3(d). "Closing Date Working Capital" As defined in Section 2.3(d). "Code" The United States Internal Revenue Code of 1986, as amended. "Commissioner" As defined in Section 8.1(a). "Companies" As defined in the Preamble, including from after the consummation of the relevant Spin-Offs, Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Companies' Intellectual Property" As defined in Section 4.20(a). "Companies' Know-How" All Know-How owned by the Companies. "Competition Act" As defined in Section 4.19. "Confidentiality Agreement" As defined in Section 10.1. "Contest" As defined in Section 6.8(b). "Corporate Balance Sheet Items" As defined in Section 4.6(a). "Current Assets" The aggregate amount in US dollars of current assets included in accordance with the Accounting Principles consistently applied in the line items specified under the caption "Assets" in Schedule 1(a)(vii), to the extent not included in the calculation of the Net Debt Position.
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Examples of Buyer Designated Affiliate in a sentence

  • The Buyer shall be responsible for and shall pay or reimburse the Seller for any incremental Tax liabilities and other reasonable out-of-pocket costs and expenses resulting solely from the substitution of a Buyer Designated Affiliate for the Buyer as the purchaser of Shares in accordance with this Section 10.7.

  • The Buyer shall be responsible for and shall pay or reimburse the Selling Subsidiaries for any incremental Tax liabilities and other reasonable out-of-pocket costs and expenses resulting solely from the substitution of a Buyer Designated Affiliate for the Buyer as the purchaser of Shares or Assets in accordance with this Section 10.7.

  • The Seller will, or will cause its relevant Affiliate to, sell and the Buyer or a Buyer Designated Affiliate will purchase from the Seller all of the issued and outstanding shares of Nutrition GmbH Austria (the "Nutrition GmbH Austria Shares") free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

  • Where such consent is obtained, the Seller or the applicable Asset Selling Subsidiary shall release such Transferred Employees from their employment with the Seller or the Asset Selling Subsidiary, as applicable, as of the Closing Date and the Buyer will, or will cause a Buyer Designated Affiliate to, offer each such Business Employee an employment position that is suitable and appropriate for such employee’s level of qualification and substantially equivalent to their current employment role and purpose.

  • If as of the Closing Date the Spin-Off to Nutrition Italy has occurred, the Seller will sell and the Buyer or a Buyer Designated Affiliate will purchase from the Seller all of the issued and outstanding shares of Nutrition Italy (the "Nutrition Italy Shares") free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

  • The following industry best practices may be considered for Solid Waste Licences:▪ For all facilities handling putrescible waste, the following areas should be enclosed, and odorous air from these enclosures should be treated by a biofilter or other odour treatment systems:o Waste receiving area.o Waste pre-processing and mixing area.o Waste storage area.o Active composting area.o Compost curing area (if considered an odour emission source that needs to be controlled.

  • The Seller will cause Novartis Group France SA, a direct wholly owned subsidiary of the Seller ("Novartis France"), to sell and the Buyer or a Buyer Designated Affiliate will purchase from Novartis France all of the issued and outstanding shares of Nutrition S.A.S. (the "Nutrition S.A.S. Shares") free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

  • Each such Business Employee who accepts such offer of employment (or continued employment) and commences or continues such employment, and all Business Employees whose employment transfers automatically to the Buyer or a Buyer Designated Affiliate, is referred to in this Agreement as a “Transferred Employee.” The Transferred Employees are intended to be transferred with the Business.

  • The Seller will cause Novartis Finance to sell and the Buyer or a Buyer Designated Affiliate will purchase from Novartis Finance all of the issued and outstanding shares of Gerber Family (the “Gerber Family Shares”) free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

  • The Seller will sell and the Buyer or a Buyer Designated Affiliate will purchase from the Seller all of the issued and outstanding shares of Gerber Consumer Costa Rica (the “Gerber Consumer Costa Rica Shares”) free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

Related to Buyer Designated Affiliate

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • 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

  • Purchaser Designee means each individual then serving on the Board of Directors pursuant to the exercise of the Purchaser’s rights pursuant to Section 4.07(a) and/or Section 4.07(e), together with any designee(s) of the Purchaser who is then standing for election to the Board of Directors pursuant to Sections 4.07(a) and (b) or who is being proposed for election by the Purchaser pursuant to Section 4.07(e).

  • Seller Affiliate means any Affiliate of Seller.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • 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.

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

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

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

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

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

  • 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.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Specified Affiliate is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownership securities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower, and/or (b) whose equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s total outstanding combined voting power are owned or held directly or indirectly, beneficially or of record, by Borrower.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Seller has the meaning set forth in the Preamble.

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).

  • Company Shareholder means a holder of Company Shares.

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Buyer has the meaning set forth in the preamble.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • 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.