Irish Seller definition
Examples of Irish Seller in a sentence
At the Irish Closing, Sellers shall take all steps necessary to place Irish Buyer in actual possession and operating control of the Irish Business and the Irish Purchased Assets and Irish Seller shall cause to be delivered to Irish Buyer all the Irish Purchased Assets which are capable of passing by delivery and deliver evidence that any charge (whether fixed or floating) or other Liens of any kind, over any of the Irish Purchased Assets has been released or has not crystallized.
All of the certificates, opinions, assignments, agreements and other documents required to be delivered by Irish Seller pursuant to Section 2.11 and Section 2.13 shall have been executed and delivered.
Accordingly, both Irish Seller and Irish Buyer agree to comply with their respective obligations under the Transfer Regulations and provide reasonable information and assistance to the other party to allow that party to so comply, including provision of details of the relevant Irish Designated Employees or other person’s rights and obligations which transfer to Irish Buyer.
Irish Seller has duly complied with all its obligations under each Irish Pension Plan and Irish Seller has complied with section 121 of the Pensions ▇▇▇ ▇▇▇▇ of Ireland.
Following the U.S. Closing, U.S. Buyer hereby grants to Irish Seller, a non-exclusive license to use the Intellectual Property solely with respect to the Irish Business and in a manner consistent with the use of the Intellectual Property by Irish Seller immediately prior to the U.S. Closing at the royalty rate of 5% of the sales price.
The sales price is defined as the price Irish Seller receives from the sale of products to Irish Sellers’ customers/distributors net of VAT.
The aggregate consideration payable to the Irish Seller in the Irish Redemption shall be an amount equal to the Irish Estimated Closing Cash Consideration, with such redemption consideration paid out of the proceeds of the Irish Subscription (payable as set forth in Section 1.04).
Irish Seller is a private limited company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has full power and authority and all requisite rights, licenses, permits and franchises to own, lease and operate its assets and to carry on the business in which it is engaged.
Irish Seller is the principal employer for the purposes of each Irish Pension Plan, and no employer other than Irish Seller has ever participated in any Irish Pension Plan.
Each of Delaware Seller, Irish Seller and Buyer acknowledge and agree that (i) at no time did Irish Seller cease to be a party to the Repurchase Agreement, and (ii) Irish Seller acknowledges and agrees to all other terms of Amendment No. 2 (except all references to Irish Seller being removed as a Seller under the Master Repurchase Agreement), and all of the terms of Amendment No. 3.