Designated Sellers definition
Examples of Designated Sellers in a sentence
The Seller and the Designated Sellers maintain adequate insurance with respect to the Assets and the Operations.
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).
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).
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.
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.
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.
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.
As from July 1, 2006 until the Closing Date, the Seller, the Designated Sellers and their Affiliates have delivered Nortel Products to and invoiced for such products LG-Nortel Co. Ltd in the ordinary course of business, consistent with past practices and have not takent steps to accelerate the order and delivery of Nortel Products supplies in advance of the date on which they are usually ordered and delivered.
The respective obligations and responsibilities of the Designated Seller and the Purchaser created hereby shall terminate, except for the Designated Seller's indemnity obligations as provided herein, upon the termination of the 1996-RHS4 LLC pursuant to the terms of the Operating Agreement.
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