Buying Affiliates definition

Buying Affiliates means the entities, being Affiliates of the Buyer, formed, or to be formed prior to the Closing Date for the purposes of acquiring any of the Shares or the Transferred Assets.

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Buying Affiliates means one or more (i) direct or indirect Subsidiaries of Buyer, (ii) publicly traded master limited partnerships whose general partner is a Subsidiary of Buyer, or (iii) direct or indirect Subsidiaries of such master limited partnerships, that Buyer, subject to and in accordance with the provisions of this Agreement, will cause to purchase all of the Securities, the names of which, and the classes and quantities of the Securities to be bought by which, are set forth on Section 1.1(a) of the Buyer Disclosure Schedule.

Buying Affiliates means Buyer Newco or one or more other direct or indirect Subsidiaries of Buyer that Buyer, subject to and in accordance with the provisions of this Agreement, will cause to purchase the Securities and the Canada Intercompany Loan, the names of which other Subsidiaries and the corresponding assets to be bought by which, are set forth on Section 1.1(a) of the Buyer Disclosure Schedule.

Examples of Buying Affiliates in a sentence

• Upon consummation of the Subsidiary Purchases at the Closing as contemplated by this Agreement, the Selling Affiliates will deliver to the Buying Affiliates good and valid title to all of the Purchased Interests.

• The Buyer shall have executed and delivered, or shall have caused the applicable Buying Affiliates to have executed and delivered, to GE the Business Transfer Agreements, the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, the Transition Services Agreement, the Transitional Trademark License Agreement, the Instrument of Cancellation, the Customer Agreement and the Intellectual Property Cross License Agreement.

• As of the date hereof, there is no civil, criminal or administrative action, suit, demand, claim, hearing, proceeding or investigation, to the Knowledge of Buyer, pending or threatened in writing, against Buyer, its Buying Affiliates or any of their respective properties or assets before any Government Entity except as would not, individually or in the aggregate, prevent or materially impair or delay the ability of Buyer or its Buying Affiliates to consummate the Transactions.

• In addition, the Buyer wishes to assume, or to cause such Buying Affiliates as the Buyer may designate to assume, and the Sellers wish to have the Buyer and such Buying Affiliates assume, the Assumed Liabilities, upon the terms and subject to the conditions set forth in this Agreement.

• All matters relating to the transfer of the Transferred Assets and Assumed Liabilities from the applicable Sellers, on the one hand, to the relevant Buying Affiliates, on the other hand, which are not expressly regulated under the relevant Ancillary Agreements, are deemed to be regulated by this Agreement.

• Each of Buyer’s Buying Affiliates has all requisite corporate or similar power and authority to execute and deliver any Transaction Documents to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the Transactions.

• The execution and delivery of this Agreement and the other Transaction Documents, the performance of Buyer’s and its Buying Affiliates’ obligations hereunder and the consummation of the Transactions have been duly authorized by all necessary action of Buyer and its Buying Affiliates.

• The execution and delivery of this Agreement and the Ancillary Agreements by the Buyer and each Buying Affiliate, the consummation by the Buyer and the Buying Affiliates of the transactions contemplated by, and the performance by the Buyer and each Buying Affiliate of its obligations under, this Agreement and the Ancillary Agreements have been duly authorized by all requisite corporate action on the part of the Buyer and each Buying Affiliate.

• Buyer’s obligations hereunder, including as they relate to its Buying Affiliates, are not subject to any conditions regarding its or any other Person’s ability to obtain financing for the Transactions.

• Buyer guarantees the payment and performance of all obligations of the Buying Affiliates under the Business Transfer Agreement.

More Definitions of Buying Affiliates

Buying Affiliates means UK Buyer and one or more direct or indirect, wholly-owned subsidiaries of the Buyer or UK Buyer that the Buyer or UK Buyer, as the case may be, subject to and in accordance with the provisions of this Agreement, will cause to purchase the Acquired Assets, the names of which and the corresponding assets to be bought by which, are set forth on the Buying Affiliate Schedule;