Each Seller definition

Each Seller means each of Seller, VFB and each other Subsidiary of Seller transferring any Acquired Assets to Purchaser hereunder, and the term "any Seller" shall mean any of Seller, VFB or any other Subsidiary of Seller transferring any Acquired Assets to Purchaser hereunder.
Sample 1Sample 2
Each Seller resides at the address set forth therein. The certificates evidencing the USTC Stock shall be delivered at the Closing (as hereinafter defined) to Buyer, free and clear of all liens, claims, security interests and encumbrances, accompanied by duly executed stock powers (endorsed in blank, with signatures guaranteed) and any necessary stock transfer tax stamps affixed thereto.
Sample 1
Each Seller understands that: (i) the Clearwire Stock has not been registered under the Securities Act or any state securities laws; (ii) each Seller agrees that if he/she/it decides to offer, sell or otherwise transfer any of the Clearwire Stock, such Clearwire Stock may be offered, sold or otherwise transferred only: (A) pursuant to an effective registration statement under the Securities Act; (B) to Clearwire; (C) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (D) within the United States (1) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, and the seller shall be required to furnish to Clearwire an opinion to such effect from counsel of recognized standing reasonably satisfactory to Clearwire prior to such offer, sale or transfer, or (2) in a transaction that does not require registration under the Securities Act or applicable state securities laws, and the Seller shall be required to furnish to Clearwire an opinion to such effect from counsel of recognized standing reasonably satisfactory Clearwire prior to such offer, sale or transfer.
Sample 1

Examples of Each Seller in a sentence

  • Each Seller shall maintain the confidentiality of records, documents, information and data made available to it by the Purchasers hereunder in accordance with the Annex B attached hereto.

  • Each Seller shall promptly notify the applicable Purchaser upon becoming aware of any Proceedings or threatened Proceedings concerning any Serviced Appointment, in each case, excluding Proceedings in servicer-managed mortgage-level litigation with respect to residential mortgage-backed securities transactions.

  • Each Seller shall at all times maintain all necessary Permits in order to be qualified to act as Appointed Trustees under the Serviced Corporate Trust Contracts relating to the Serviced Appointments.

  • Each Seller shall comply with all Laws applicable to it insofar as such compliance is material to its performance of its obligations hereunder.

  • Each Seller shall at all times maintain insurance coverage against potential liabilities in connection with the administration of the Serviced Appointments consistent with good custom and practice in the industry.

  • Each Seller shall promptly notify the applicable Purchaser upon becoming aware of any complaint concerning any Serviced Appointment made by any party to the Serviced Corporate Trust Contracts, any Securityholder, any Credit Enhancement Provider or any rating agency.

  • Each Seller and the Depositor for the benefit of the Certificateholders shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Trust Fund, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

  • Each Seller further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan sold by such Seller to the Depositor during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

  • Each Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans it conveyed to the Purchaser which shall be clearly marked to reflect the sale of each Mortgage Loan to the Purchaser and the ownership of each Mortgage Loan by the Purchaser.

  • Each Seller will keep in full effect its existence, rights and franchises as a corporation or a Delaware business trust, as applicable, under the laws of the state of its organization and will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.


More Definitions of Each Seller

Each Seller. Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment;
Sample 1
Each Seller. Contract containing covenants that in any way purport to restrict Seller's business activity or limit the freedom of Seller to engage in any line of business or to compete with any Person; (vii) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (viii) each power of attorney of Seller that is currently effective and outstanding;
Sample 1
Each Seller has complied with all Environmental Laws. There is no pending or, to the Sellers' Knowledge, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request (other than routine requests for information pursuant to published regulations which, if not complied with, would not, individually or in the aggregate, have a Material Adverse Effect) by any Governmental Entity, relating to any Environmental Law applicable to any of Sellers, the Acquired Assets and/or the Business. There have been no releases of any Materials of Environmental Concern into the environment at (i) any parcel of real property or any facility formerly or currently owned, leased, operated or controlled by any Seller or (ii) to the Sellers' Knowledge, any facility to which any member of the Black Xxxxxxx Group has delivered products for manufacturing, processing, packaging or distribution. With respect to any such releases of Materials of Environmental Concern, each Seller has given all required notices to Governmental Entities (copies of which have been provided to the Buyer). No Seller is aware of any releases of Materials of Environmental Concern at parcels of real property or facilities other than those owned, leased, operated or controlled by the Sellers that could reasonably be expected to have an impact on such real property or facilities resulting in any liability to any of the Sellers. Set forth in Section 3.20(c) of the Disclosure Schedule is a list of all environmental reports, site surveys, subsurface studies, investigations and audits (whether conducted by or on behalf of any of the Sellers or a third party, and whether done at the initiative of any of the Sellers or, if known to any of the Sellers, directed by a Governmental Entity or other third party) prepared since January 1, 1991 and relating to premises currently or previously owned, leased or operated by any of the Sellers at which the Business has been or is currently conducted. Complete and accurate copies of each such report, or the results of each such investigation or audit, have been provided to the Buyer. PAGE Set forth in Section 3.20(d) of the Disclosure Schedule is a list of all of the solid and hazardous waste transporters and treatment, storage and disposal facilities that have been utilized by any member of the Black Xxxxxxx Group. No member of the Black Xxxxxxx Group is aware of any environmental liability of any such tr...
Sample 1
Each Seller has the legal authority to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary legal actions to authorize the execution, delivery or performance of this Agreement and the transactions contemplated herein.
Sample 1
Each Seller. (with respect to its portion of the Project) shall be entitled to receive, and Purchaser shall pay to each such Seller after the receipt thereof (i) all amounts payable by Tenants on account of Impositions for which Seller has provided Purchaser with a credit pursuant to the terms of Section 6.02, which amounts shall be apportioned between each Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by Tenants on account of utilities for which Seller has provided Purchaser with a credit pursuant to the terms of Section 6.02, which amounts shall be apportioned between Sellers and Purchaser in the same manner as the utilities to which they relate.
Sample 1
Each Seller has the requisite corporate power and authority to execute, deliver and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate and stockholder action on the part of each Seller.
Sample 1

Related to Each Seller

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. 333-142235) on Form S-3 for the registration of the Certificates under the Securities Act of 1933, as amended (the "1933 Act"), which registration statement has become effective. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto, and information that is contained in the Prospectus (as defined below) and is deemed to be part of and included in such registration statement as it may have been amended or supplemented at the date of the Prospectus, is hereinafter referred to as the "Registration Statement"; the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, is hereinafter referred to as the "Base Prospectus"; such supplement to the Base Prospectus relating to the Certificates, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement, together, are hereinafter referred to as the "Prospectus". A "free writing prospectus" (as defined pursuant to Rule 405 under the 0000 Xxx) relating to the Certificates is hereinafter referred to as a "Free Writing Prospectus". At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 12:45 p.m. on May 21, 2008 (the "Time of Sale"), the Depositor had prepared or caused the preparation of the following information (collectively, the "Time of Sale Information"): the Depositor's Free Writing Prospectus dated May 16, 2008 (the "Offering Prospectus") (the cover page of which is attached hereto as Annex A); the Depositor's Free Writing Prospectus dated May 20, 2008 and the Depositor's Free Writing Prospectus dated May 21, 2008 (the cover page of each of which is attached hereto as Annex B); the Depositor's prospectus dated May 10, 2007, relating to the Certificates and previously filed as part of the Registration Statement; the collateral and structural term sheet dated May 15, 2008 relating to the Certificates (the first two pages of which are attached hereto as Annex C); and the pricing information annex attached hereto as Schedule I. If, subsequent to the date of this Agreement, the Depositor and the Lead Underwriters determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and terminate their old purchase contracts and enter into new purchase contracts with one or more purchasers of the Certificates, then "Time of Sale Information" as to any such purchaser will refer to the information conveyed to such purchaser at the time of entry into the first such new purchase contract, including any information that corrects such material misstatements or omissions ("Corrective Information") and "Time of Sale" as to such purchaser will refer to the time and date on which such new purchase contract was entered into.

  • Seller has the meaning set forth in the Preamble.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Purchaser means the organization purchasing the goods.

  • the Seller means the person so described in the Order;

  • Buyer has the meaning set forth in the preamble.

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

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Company Shareholder means a holder of Company Shares.

  • Seller Parent has the meaning set forth in the Preamble.

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

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • Other Sellers shall have the meaning set forth in Section 10.4.

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

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

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

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

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

  • Controlling Shareholder means any shareholder owning more than fifty

  • Buyer Parent has the meaning set forth in the Preamble.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.