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 Purchaser acknowledges that it and/or its representatives (including its outside counsel) 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 and the Business to discuss the Business.

  • With respect to each such item, the decision of the Accounting Arbitrator shall be the amount claimed by the Main Sellers and the EMEA Sellers, the amount claimed by the Purchaser, or an amount between the amount claimed by the Main Sellers and the EMEA Sellers and the amount claimed by the Purchaser.

  • The Accounting Arbitrator’s determination shall be based only on the written submissions by the Main Sellers, the EMEA Sellers and the Purchaser and not upon any independent review by the Accounting Arbitrator.

  • Matters included in the calculations in the Closing Statement to which the Main Sellers and the EMEA Sellers do not object in the Disagreement Notice shall be deemed accepted by the Main Sellers and the EMEA Sellers and shall not be subject to further dispute or review.

  • In the event the Accounting Arbitrator concludes that the Purchaser was correct as to a majority (by dollar amount) of the disputed items, then the Sellers and the EMEA Sellers shall pay the Accounting Arbitrator’s fees, costs and expenses.

  • The Primary Parties and NNUK shall instruct the Accounting Arbitrator and the Accounting Arbitrator shall consider only those items and amounts set forth in the Closing Statement as to which the Main Sellers, the EMEA Sellers and the Purchaser have not resolved their disagreement.

  • Such report and the Closing Statement, as adjusted thereby, shall be final and binding upon the Parties and the EMEA Sellers.

  • In the event the Accounting Arbitrator concludes that the Main Sellers and the EMEA Sellers were correct as to a majority (by dollar amount) of the disputed items, then the Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses.

  • The Purchaser, the Main Sellers and the EMEA Sellers shall negotiate in good faith to resolve any disagreement with respect to the Closing Statement, and any resolution agreed to in writing by the Purchaser and the Main Sellers and the EMEA Sellers shall be final and binding upon the Parties.

  • For purposes of this Section 2.2.7(b), the term Parties shall include the EMEA Sellers to the extent any negotiations or agreement required hereunder concern Transfer Tax Returns.


More Definitions of EMEA Sellers

EMEA Sellers means the companies listed in Schedule 2 (EMEA Sellers);
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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).
Sample 1
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.
Sample 1
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.
Sample 1

Related to EMEA Sellers

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

  • 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 has the meaning set forth in the Preamble.

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

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

  • Acquiror has the meaning set forth in the Preamble.

  • Seller has the meaning set forth in the Preamble.

  • Target Companies means the Company 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 Preamble.

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

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

  • 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 each of its Subsidiaries, collectively.

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

  • Company Entities means the Company and the Company 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.