Examples of Existing Seller in a sentence
The subordination provisions of the Existing Seller Note and any Permitted Seller Notes are enforceable against the holders thereof, and the Loans and other monetary Obligations hereunder are and will be within the definition of "Senior Indebtedness" included in such provisions.
After giving effect to the Transactions and the other transactions contemplated hereby, Holdings and its subsidiaries shall have outstanding no indebtedness or preferred stock other than (a) the loans and other extensions of credit under the Facilities, (b) the Notes, (c) the Existing Subordinated Notes that may remain outstanding, (d) the Existing Seller Notes and (e) other limited indebtedness, including certain indebtedness to employees of the Borrower, to be agreed upon.
The nature and outstanding balances of the Existing Seller Acquisition Debt identified on Schedule 3.01(m) attached hereto is true and accurate in all respects and the Company is not in default with respect to any of the Existing Acquisition Seller Debt.
Holdings and Company have delivered to Syndication Agent and Administrative Agent complete and correct copies of (i) each document evidencing the Existing Seller Subordinated Notes and the Existing Earn-Out Obligations and (ii) copies of any amendment, restatement, supplement or other modification to or waiver of any such document entered into after the date hereof.
The Stockholders shall have delivered certificates representing (or similar evidence of ownership of) the Existing Seller Equity, free and clear of all Encumbrances, duly endorsed in blank or accompanied by powers duly executed in blank.
From and after the Effective Time, any certificate representing interests in the Seller shall be deemed for all purposes to represent the right to receive the Merger Consideration, into which such Existing Seller Equity represented thereby was exchanged in accordance with this Agreement without surrender or exchange of such certificate.
Existing Seller is hereby removed from this Repurchase Agreement and released from all of its obligations as a “Seller” and “Seller Party” thereunder and under each Transaction previously entered into by Existing Seller.
From and after the Closing, certain Existing Seller Counsel will remain employees of one or more members of the Seller Group and provide legal services to and represent only the Seller Group (“Seller Counsel”), and certain Existing Seller Counsel will become employees of one or more members of the NewCo Group and provide legal services to and represent only the NewCo Group (“NewCo Counsel”).
Existing Seller, Buyer and Custodian are parties to that certain Custodial Agreement, dated as of December 14, 2011 (the “Original Custodial Agreement”), providing for the appointment of Custodian as custodian thereunder.
The Parent will not engage in any activities or operations whatsoever (exclusive of general administrative and other functions required by law) other than owning 99.9% of the Borrower's membership interests and obligations related thereto and otherwise permitted hereunder, including, without limitation, being obligated under the Existing Seller Debt and the Permitted Seller Debt, entering into this Agreement and the other Credit Documents and performing its obligations hereunder and thereunder.