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.
Sample 1Sample 2
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;
Sample 1
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.
Sample 1

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 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.

  • 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.

  • Notwithstanding the foregoing, Buyer shall be fully responsible for all obligations, including indemnification obligations, with respect to its respective Buying Affiliates that may arise under this Agreement or any of the Affiliate Asset Purchase Agreements.

  • 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.

  • 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.

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

  • 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.


More Definitions of Buying Affiliates

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.
Sample 1

Related to Buying Affiliates

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

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

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

  • 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 each of its Subsidiaries, collectively.

  • 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 the Seller and its affiliates other than the Buyer Entities;

  • 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 a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • Target Companies means the Company and its Subsidiaries.

  • 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 the Company and its Subsidiaries.

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

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • 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).