Intermediate Seller definition

Intermediate Seller has the meaning provided in the first paragraph of this Agreement.

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Intermediate Seller means FlexShopper 1, LLC, a Delaware limited liability company.

Intermediate Seller means any person who purchases fresh fruits or vegetables and who resells in less-than- carlot or less-than-trucklot quantities to any person who is not an ultimate consumer.

Examples of Intermediate Seller in a sentence

• There is no action, suit or proceeding pending against or, to the actual knowledge of an Authorized Officer of the Intermediate Seller, after due inquiry, threatened against or adversely affecting (i) the Intermediate Seller or (ii) the transactions contemplated by this Agreement, before any court, arbitrator or any governmental body, agency or official, in each case, which has had or would reasonably be expected to have a Material Adverse Effect.

• The Intermediate Seller, after giving effect to the conveyance by the Intermediate Seller of Collateral Obligations hereunder to the Buyer on each Purchase Date and after giving effect to the transactions contemplated hereunder and under the other Transaction Documents on such date, is solvent on and as of the Closing Date or the related Purchase Date.

• The parties acknowledge and agree that each of the Intermediate Seller and the Buyer has no interest in the Excluded Amounts.

• The Intermediate Seller is duly qualified to do business and, to the extent applicable, is in good standing and has obtained all material governmental licenses and approvals as required in Delaware and each other jurisdiction in which the failure to be so qualified, maintain good standing or obtain such license or approval, is likely to have a Material Adverse Effect.

• To the extent the value of the cash received by the Intermediate Seller or Seller (as applicable) from the Buyer exceeds the value of the assets transferred by the Seller to the Intermediate Seller and by the Intermediate Seller to the Buyer, such excess shall be deemed to constitute a dividend from the Buyer to the Intermediate Seller and the Intermediate Seller to the Seller.

• The Intermediate Seller is in good standing in the State of Delaware.

• The Seller makes the following representations and warranties, on which each of the Intermediate Seller and the Buyer relies in acquiring each Collateral Obligation purchased hereunder and each of the Secured Parties relies upon in entering into the Indenture or purchasing the Debt.

• The representations and warranties set forth in this Section 4.03 shall survive the sale, transfer and assignment of the Collateral Obligations by the Intermediate Seller to the Buyer on or after the Closing Date.

• The Seller has not sold, contributed, transferred, assigned or otherwise conveyed any interest in any Collateral Obligation or participation interest therein to the Intermediate Seller or the Buyer, as applicable, with any intent to hinder, delay or defraud any of the Seller’s creditors.

• The Intermediate Seller is a statutory trust duly formed and validly existing under the laws of the State of Delaware, with full power and authority to own and operate its assets and properties, conduct the business in which it is now engaged and to execute and deliver and perform its obligations under this Agreement.

More Definitions of Intermediate Seller

Intermediate Seller is defined in the introductory paragraph hereof. “Knowledge” means (a) as to any Seller and/or Company, the actual knowledge of such Person, with reasonable inquiry of the applicable Person’s direct reports, of only those Persons named on Part A of Schedule 1.1(b) and (b) for Purchaser, the actual knowledge of such Party, with reasonable inquiry of the applicable Person’s direct reports, of only those Persons named on Part B of Schedule 1.1(b). “Labor Agreement” means any collective bargaining agreement or other Contract with any labor union, labor organization or council. “Laws” means all laws, acts, statutes, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities, including common law. “Leakage” means any of the following arising after the Effective Time and on or prior to the Closing: (a) any dividend, interest on capital, advance or distribution (whether in cash or in kind) declared, paid or made (whether actual or deemed), or any return of capital (whether by reduction of capital or redemption, amortization or purchase of shares or quotas) or other payment made on any Securities of any member of the Company Group, by any member of the Company Group to or on behalf of or for the benefit of, any Seller or any other Affiliate of any Seller (other than a member of the Company Group), including the Closing Distribution but excluding any dividends or distributions of any Excluded Assets; (b) any liabilities assumed, indemnified, guaranteed, incurred or paid by any member of the Company Group for the benefit of or on behalf of any Seller or any other Affiliate of any Seller (other than a member of the Company Group or

Intermediate Seller means any person other than a retailer or country shipper tvho purchases white flesh po­ tatoes for the purpose of reselling and who takes title and makes sales to any person who is not an ultimate consumer. (n) “ Person” means an individual, cor­ poration, partnership, association, or any other organized group of persons, and their legal successors or representatives. The term includes the United States, its agencies, other governments, their po­

Intermediate Seller means any Designated Entity or Intermediate SPV.