EMEA Sellers definition

EMEA Sellers has the meaning set forth in the recitals to this Agreement.
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EMEA Sellers means the EMEA Sellers as defined in the Asset Sale Agreement.
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EMEA Sellers has the meaning set forth in the preamble to this Agreement.
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Examples of EMEA Sellers in a sentence

  • The provisions of this Agreement shall survive for the benefit of the Joint Administrators, the French Liquidator, their firm, partners, employees, agents, advisers and representatives notwithstanding the discharge of the Joint Administrators as joint administrators of the EMEA Sellers, or the French Liquidator as liquidator of NNSA and shall be in addition to, and not in substitution for, any other right, indemnity or relief otherwise available to each of them.

  • For the avoidance of doubt, neither the Joint Administrators nor the French Liquidator shall be required to enter into or execute any document in their personal capacities or as administrators of the EMEA Sellers or mandataire liquidateur of NNSA respectively, to the extent that such document would cause the Joint Administrators and/or the French Liquidator to incur any personal liability.

  • The Sellers and the EMEA Sellers have been advised and understand that the Purchaser, in issuing the Shares, is relying upon, among other things, the representations and warranties of the Sellers herein in concluding that such issuance is not a “public offering” and is exempt from the registration requirements of the Securities Act.

  • The Shares are being acquired by the Sellers and the EMEA Sellers for investment only and not with a view to distribution, except as contemplated by this Agreement.

  • The Sellers have provided the Purchaser or its Affiliate with a true and complete copy of the standard form (or where such individual agreement is materially different from the standard form, the individual written agreement) of such employment, retention, change in control or severance agreements between the Sellers (or any Affiliate of Sellers (excluding EMEA Sellers)) and any Employee.

  • The relevant Buyers and relevant EMEA Sellers shall comply with their obligations to notify and consult with the relevant employees, employees’ representatives, works councils, unions, labor boards and relevant Governmental Authority in accordance with applicable laws, concerning the transactions contemplated by this Agreement and the relevant Transfer Agreement, if applicable.

  • The Sellers and the EMEA Sellers have been advised and understand that the issuance of the Shares to the Distribution Agent has not been registered under the Securities Act or under the “blue sky” or similar Laws of any jurisdiction and that the Shares may be resold only in a transaction registered under the Securities Act and in accordance with such “blue sky” or similar Laws as may be applicable, or, subject to the terms and conditions of this Agreement, if an exemption from registration is available.

  • The EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser will enter into the EMEA Asset Sale Agreement providing, inter alia, for the sale to the Purchaser (or the EMEA Designated Purchasers) of the EMEA Business.

  • The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, contracts and other properties and assets of the Business as it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of the Sellers, the EMEA Sellers, NNSA and the Business to discuss the Business.

  • The Purchaser acknowledges that it and its representatives have been permitted such access to the books and records, facilities, equipment, contracts and other properties and assets of the Business and the Companies as it required to complete its review, and that it and its representatives have had an opportunity to meet with the officers and other employees of the Sellers, the EMEA Sellers, the Business and the Companies to discuss the Business.


More Definitions of EMEA Sellers

EMEA Sellers has the meaning set forth in the recitals to this Agreement. “EMEA Upward Adjustment” has the meaning attributed to the term “Upward Adjustment” in Clause 3.2.1 of the EMEA Asset Sale Agreement.
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EMEA Sellers has the meaning set forth in the recitals to this Agreement. “EMEA Tax Claim” has the meaning set forth in Section 6.8(b).
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EMEA Sellers has the meaning set forth in the recitals to this Agreement. “Employee” means any Share Transfer Employee and any employee of the Sellers engaged in the Business, in each instance as listed in Section 4.14(b)(i) of the Sellers Disclosure Schedule.
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EMEA Sellers means the companies listed in Schedule 2 (EMEA Sellers);
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Related to EMEA Sellers

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Buyer has the meaning set forth in the preamble.

  • Sellers has the meaning set forth in the preamble.

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

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

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

  • Acquiror has the meaning specified in the Preamble hereto.

  • Seller has the meaning set forth in the Preamble.

  • Target Companies means the Target and its Subsidiaries.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

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

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Contributors has the meaning set forth in the initial paragraph hereof.

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Company Entities means the Company and its Subsidiaries.

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

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Buyers has the meaning set forth in the preamble.

  • Seller Affiliate means any Affiliate of Seller.