Examples of Irish Seller in a sentence
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).
The sales price is defined as the price Irish Seller receives from the sale of products to Irish Sellers’ customers/distributors net of VAT.
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.
The Irish Seller has good and valid title to the Irish Redemption Equity Interests, free and clear of Liens other than (i) transfer restrictions under applicable Securities Laws and (ii) those arising from acts of Buyer or its Affiliates (including any Liens related to the Debt Financing), and is the record and the beneficial owner of the Irish Redemption Equity Interests.
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.
Buyer or Irish Buyer, as the case may be, if one or more of the conditions to the obligation of U.S. Buyer or Irish Buyer to close as provided in Article IX has not been fulfilled by September 30, 2006, or (z) by either U.S. Seller or Irish Seller, as the case may be, if one or more of the conditions to the obligation of U.S. Seller or Irish Seller to close as provided in Article X has not been fulfilled by September 30, 2006.
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 Xxx 0000 of Ireland.
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.
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.
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.