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.
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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.
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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.

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

  • 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 Xxxx 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.

  • General Mills or the Buying Affiliates shall have delivered to Diageo all the xxxxificates, instruments, agreements and other documents to be delivered pursuant to Section 2.12.

  • On the terms and subject to the conditions set forth herein, in consideration of the sale of the Securities, at the Closing, Buyer shall pay or cause to be paid by its Buying Affiliates to Seller an aggregate amount in cash in immediately available U.S. funds equal to the difference of the Total Purchase Price and the Loan Purchase Price (the “Base Securities Purchase Price”), which amount shall be adjusted pursuant to Sections 2.3 and 2.4 (as so adjusted, the “Securities Purchase Price”).

  • 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.

  • 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.

  • Buyer and its Buying Affiliates have been duly organized, are validly existing and are in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the respective jurisdictions of their formation.

  • At the Closing, GE shall deliver or cause to be delivered to the Buyer, for itself and as agent for the Buying Affiliates.


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;
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Related to Buying Affiliates

  • Trading Affiliate has the meaning set forth in Section 3.2(h).

  • Seller Affiliates has the meaning ascribed thereto in Section 2.8.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

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

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

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

  • Excluded Affiliates means members of any Joint Lead Arranger or any of its affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital, including through the provision of advisory services other than a limited number of senior employees who are required, in accordance with industry regulations or such Joint Lead Arranger’s internal policies and procedures to act in a supervisory capacity and the Joint Lead Arrangers’ internal legal, compliance, risk management, credit or investment committee members.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Affiliates means, with respect to the Contractor, any of its corporate affiliates or associates, including parent entities, subsidiaries, and other entities in which it owns a substantial interest.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

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

  • 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.

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

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Controlled Affiliates means, with respect to any Person, Affiliates of such Person who are directly or indirectly, under the Control of, or controlling, such Person.

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

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

  • 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

  • Group Companies means, collectively, the Company and each of its Subsidiaries.

  • Parent Business has the meaning set forth in the Separation and Distribution Agreement.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Company Subsidiaries means the Subsidiaries of the Company.