Buyer Designated Affiliate definition

Buyer Designated Affiliate. As defined in Section 10.7.
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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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Buyer Designated Affiliate has the meaning specified in Section 2.1.
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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 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.

  • 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 Venezuela not owned by Gerber Products (the “Gerber Venezuela Shares”) free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.

  • 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.

  • 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 Life (the “Gerber Life 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.

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

  • The foregoing shall require the Seller to enter into such arrangements as shall be reasonably requested by the Buyer in order to allow the Buyer or a Buyer Designated Affiliate to sell the products permitted to be sold under the Sustagen Trademark Agreement from and after the Closing Date.

  • 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 Products (the “Gerber Products Shares”) free and clear of any Encumbrances, pursuant to an agreement in the form attached as Exhibit 2.1.