Designated Sellers definition
Examples of Designated Sellers in a sentence
If the Facility/Design Closing Net Assets Value set forth on the Closing Statement of Assets and Liabilities, as finally determined pursuant to Section 2.4(3), exceeds the Facility/Design Estimated Net Assets Value, the Purchase Price shall be increased dollar for dollar by the amount of such excess and the Purchaser shall pay (as noted below in this Section 2.4(4)) to the Seller on behalf of itself and any applicable Designated Sellers the amount of such excess.
The Seller and the Designated Sellers maintain adequate insurance with respect to the Assets and the Operations.
None of the Operations are conducted by any direct or indirect Subsidiary of Nortel Networks Corporation other than the Seller and the Designated Sellers, except as disclosed in Schedule 4.1(3).
None of the Seller, the Designated Sellers, the Purchasers or the Designated Purchasers shall take any position on any Tax Return, before any Government Entity charged with the collection of any Tax, or in any judicial proceeding that is inconsistent with the allocation of the Purchase Price established pursuant to Section 2.3(1).
Purchaser shall reasonably cooperate with Seller and the Designated Sellers in respect of such consultations and shall provide all information reasonably requested by Seller or the applicable works councils or employee representatives in connection with such consultations.
Except for the Permitted Encumbrances, other than those Permitted Encumbrances listed on Schedule 1.1(173), the tangible Assets will be, at the applicable Closing Date relating to such Assets, owned beneficially by the Seller or one of the Designated Sellers, free and clear of all Liens and the Seller or such Designated Seller shall have good and marketable title thereto.
Save and except for the Bonepile Inventory and components dealt with in accordance with the provisions of Section 5.15(2)(b), the Inventory forming part of the Assets is at the Closing useable and saleable to, the Seller or Designated Sellers, in the ordinary course of business.
For the sake of clarity, the Seller undertakes not to, and undertakes to procure that its Affiliates (including the Designated Sellers) shall not, issue any invoices (including inter-company invoices) after the Closing Date in connection with the Business including for works performed, or services delivered, prior to the Closing Date.
Pursuant to the Designated Seller's Agreement, The Master Servicer promptly shall cause to be recorded, at no expense to the Trust Fund, the Depositor or the Trustee, in the appropriate public office for real property records, each Assignment referred to in Section 2.01(iii).
In the event that the Designated Seller elects to substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) of the Designated Seller's Agreement, the Designated Seller [NY01:240828.4] 16069-00382 12/20/96 12:15am 4 shall deliver to the 1996-RHS4 LLC with respect to such Eligible Substitute Loans, the original Credit Line Agreement, the Mortgage, and such other documents and agreements as are required by the Designated Seller's Agreement.