Citadel Parties definition

Citadel Parties means Citadel Advisors and Citadel, and each a “Citadel Party”.
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Citadel Parties has the meaning set forth in Section 6.01.
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Examples of Citadel Parties in a sentence

  • As of the date of this Agreement, neither Citadel nor any of its Subsidiaries is subject to any Order applicable to Citadel or its Subsidiaries, other than any Order generally applicable to the business in which the Citadel Parties operate, that has or would reasonably be expected to have, individually or in the aggregate, a SpinCo Business Material Adverse Effect.

  • Each Citadel Party acknowledges that (i) the value of the Assets is an integral component of the value of the Business to Buyer and Parent and is reflected in the value of the consideration to be received by the Citadel Parties pursuant to this Agreement, and (ii) the agreement of each of the Citadel Parties as set forth in this Article VII is necessary to preserve the value of the Assets for Buyer following the Closing.

  • The Citadel Parties will have the right to participate in any contact with such Persons.

  • The Citadel Parties will permit Parent and Buyer and their representatives to have reasonable access to each Citadel Party’s directors, managers, officers, employees, agents, assets and properties and all relevant books, records and documents of or relating to the Business and the Assets during normal business hours and will furnish to Parent and Buyer such non-privileged information, financial records and other documents relating to the Business or the Assets as Parent or Buyer may reasonably request.

  • No Large Distributor or Partner has, to the Knowledge of the Citadel Parties, any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with a Seller or to decrease materially or limit its usage, purchase or distribution of the services or products of a Seller.

  • Following receipt of such supplemented or amended Schedules of the Citadel Parties, Buyer and Parent shall provide, prior to or at Closing, an updated schedule of Assumed Business Contracts, Excluded Business Contracts (provided that Buyer and Parent may not amend such schedules to cause any of the customer contracts currently identified on Schedule 4.3 to be Excluded Contracts), Assumed Permits, Excluded Permits and Excluded Assets.

  • Except as set forth in Schedule 2.8(b), no Tax audit, action, suit, proceeding, investigation or claim is now pending or, to the Knowledge of the Citadel Parties, threatened against any Citadel Entity, and no issue or question has been raised (and is currently pending) by any taxing authority in connection with any Citadel Entity’s Tax returns or reports.

  • Each of the Citadel Parties has full power to own its properties and to conduct its business as presently conducted.

  • At least 3 days and no more than 7 days before the date of the Stockholder Meeting, Buyer and Parent will deliver to the Citadel Parties a certificate executed by an officer of Parent on behalf of Buyer and Parent, in the form attached hereto as Exhibit O.

  • There is no default by any Citadel Entity or, to the Knowledge of the Citadel Parties, any landlord under any lease of the Real Property, and to the Knowledge of the Citadel Parties, no event has occurred and no condition exists which, with notice or given the passage of time, or both, would constitute a default by any party under such leases.

Related to Citadel Parties

  • Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Third-party logistics provider means an entity that provides

  • Transaction Parties As defined in Section 5.3(o).

  • Contracting Parties has the meaning set forth in Section 9.14.

  • Licensee Parties has the meaning ascribed to such term in Section 5.1.

  • Parties has the meaning set forth in the Preamble.

  • Parent Representatives has the meaning set forth in Section 5.2(a).

  • ATS means an alternative trading system, as defined in Rule 300(a)(1) of Regulation ATS under the Exchange Act.

  • Concert Parties means such persons as are deemed to be Acting in Concert with Mediahuis or INM (as the context so requires) pursuant to Rule 3.3 of Part A of the Takeover Rules, and such persons as are Acting in Concert with that party;

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

  • Selling Parties shall have the meaning specified in the preamble.

  • Party/Parties means Buyer and Seller individually/collectively.

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Spectrum means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services as licensed or authorized by the FCC.

  • Customer Group means Customer and any of its Affiliates established and/or doing business in the EEA, or United Kingdom;

  • Investor Parties has the meaning set forth in the Preamble.

  • SDS means safety data sheets;

  • Covered Parties has the meaning set forth in Section 6.7(a).

  • APCEC means the Arkansas Pollution Control and Ecology Commission.

  • GMS means the automated system, or its successor system, employed by SCE real time operations to remotely monitor and dispatch the Generating Facility.

  • Settling Parties means the Defendants and the Class Representatives, on behalf of themselves, the Plan, and each of the Class Members.

  • Parent Parties means Parent and Merger Sub.

  • Vendors means the proposer(s) responding to this RFP and vendor(s) to whom a contract has been awarded as a result of this RFP by SMSD. A responsible vendor is a vendor who has adequate financial resources (or the ability to obtain such resources), can comply with the delivery requirements, and is a qualified and established firm regularly engaged in the type of business that provides the product(s) /service(s) listed herein.

  • Construction Parties means all of the Parties to a Construction Service Agreement.