Designated Buyer Affiliate definition

Designated Buyer Affiliate has the meaning set forth in Section 5.11;
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Designated Buyer Affiliate has the meaning set forth in the Asset Purchase Agreement;
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Designated Buyer Affiliate has the meaning set forth in Section 2.08.
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Examples of Designated Buyer Affiliate in a sentence

  • Once the Threshold Adjustment is obtained in respect of any one of the aforementioned items, Buyer or the applicable Designated Buyer Affiliate shall provide to MDS a copy of the adjustment(s) received from the applicable third party within ten (10) days of receipt of same and the payment of any readjustment between the Parties based upon the information contained in such third party’s adjustments shall be made by the appropriate Party promptly thereafter.

  • MDS, Buyer and any Designated Buyer Affiliate will co-operate with one another in the conduct of any Tax audit or similar proceedings involving or otherwise relating to the Diagnostics Business (or the income therefrom or assets thereof).

  • Each Shared Contract will only be split upon the mutual agreement of MDS, Buyer (or, as applicable, the Designated Buyer Affiliate) and the applicable third party as to the terms of each of the contracts resulting from the split thereof.

  • Notwithstanding the foregoing, Buyer shall remain jointly and severally liable with such designated Affiliates of Buyer or OMERS Administration Corporation (or, as applicable, any Designated Buyer Affiliate) and shall cause all of its covenants and obligations hereunder to be observed and performed by such Affiliates.

  • Upon such Designated Buyer Affiliate executing and delivering to MDS such contract of adhesion, such Designated Buyer Affiliate shall be a Party and all references herein to Buyer (other than in Sections 3.2, 3.4, 3.5, 3.6, 4.2 and 6.2.1) shall include such Designated Buyer Affiliate as the context requires.

  • Upon notification to MDS of any such assignment by Buyer (or, as applicable, any Designated Buyer Affiliate), the applicable Affiliate (to which such assignment is made) shall become liable for the performance of the obligations assigned by Buyer (or, as applicable, any Designated Buyer Affiliate) to it.

  • Buyer and MDS shall use commercially reasonable efforts to cause each of the Shared Contracts to be split into two contracts, one with respect to the rights relating to the Diagnostics Business in Ontario and Quebec and, as applicable British Columbia, in favour of Buyer or the applicable Designated Buyer Affiliate and the other with respect to the rights not relating to such Diagnostics Business in favour of MDS.

  • Buyer and each Designated Buyer Affiliate shall notify the employees, customers, patients, directors, officers, securityholders and other Persons whose Personal Information is included within the Disclosed Personal Information that the Closing has taken place and Personal Information about them has been disclosed to Buyer and each Designated Buyer Affiliate to the extent and in the manner required by Applicable Law.

  • MDS acknowledges that the Purchase Price is inclusive of the purchase price consideration payable by Buyer or the applicable Designated Buyer Affiliate to MDS under a Regional Purchase Agreement.

  • For those Ontario Employees and Quebec Employees who join a Buyer’s Pension Plan that is a “registered pension plan” as that term is defined in subsection 248(1) of the ITA, MDS shall cause the Pension Plans in which such employees participated immediately prior to the Closing Time to recognize service of such employees with Buyer or the applicable Designated Buyer Affiliate after the Closing Time for purposes of vesting and eligibility for benefits.

Related to Designated Buyer Affiliate

  • 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

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Seller Affiliate means any Affiliate of Seller.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

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

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Shares or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Shares.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Purchasing Party means CIG Media LLC, NBC Universal, Inc. and their respective Affiliates.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Purchaser means the organization purchasing the goods.

  • Specified Person means a person who has:

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • Non-U.S. Entity means an Entity that is not a U.S. Person.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

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

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Co-Investor means any of (a) the assignees, if any, of the equity commitments of any Sponsor who become holders of Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) on the Original Closing Date in connection with the acquisition of the Company by the Sponsor and (b) the transferees, if any, that acquire, within 90 days of the Original Closing Date, any Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) held by any Sponsor as of the Original Closing Date.

  • Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Acquired Person means, with respect to any specified Person, any other Person which merges with or into or becomes a Subsidiary of such specified Person.

  • 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.