Operating Seller definition

Operating Seller has the meaning given to that term in the preamble to this Agreement.
Sample 1Sample 2Sample 3
Operating Seller shall have the meaning assigned thereto in the Preamble to this Agreement.
Sample 1
Operating Seller has the meaning set forth in the first paragraph of this Agreement.
Sample 1

Examples of Operating Seller in a sentence

  • Operating Seller is the sole record and beneficial owner of all the issued and outstanding limited liability company interests of First Wind Operating Company, LLC and such limited liability company interests are not subject to any Liens, except for any restriction on sales of securities under Applicable Law.

  • This Agreement shall become effective when each Buyer, the Company, Operating Seller, Blocker Parent, the Sellers’ Representative and Company Members with a right to receive at least 95% of the Holdco Purchase Price shall have received a counterpart hereof signed by the other Parties hereto.

  • Such Allocation Schedule shall be adjusted, as necessary, to reflect any adjustment to the Closing Payment pursuant to Section 2.5. Seller and Buyer will each file an IRS Form 8594 for each Operating Seller, as appropriate, consistent with the Allocation Schedule, as adjusted.

  • Neither Operating Seller is a party to or has any obligation under any union Contract, or any obligation (other than under any applicable Legal Requirement) to recognize or deal with any labor union or organization, and there are no such Contracts pertaining to or which determine the terms or conditions of employment of any Employee.

  • At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount equal to the Operating Entity Closing Consideration.

  • Each of the Company and Operating Seller is a “United States person” within the meaning of Section 7701(a)(30) of the Code.


More Definitions of Operating Seller

Operating Seller has the meaning ascribed thereto in the preamble. Permitted Liens means (i) liens for Taxes not yet due and payable; (ii) landlord's liens and liens for property Taxes not delinquent; (iii) inchoate materialmens', mechanics', carriers', warehousemen's, landlords', workmen's, repairmen's, employees' or other like Liens arising in the ordinary course of business and for which payment is not overdue; (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and other like laws; (v) restrictions or rights granted to Governmental Authorities under Applicable Law; (vi) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount, or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or materially impair the conduct of the Stations' Business or the operation of the Stations; and (vii) any Liens disclosed in Schedule 3.5 as indicated with a double asterisk.
Sample 1
Operating Seller has the meaning set forth in the preamble hereto.
Sample 1
Operating Seller means Pressure Drop Holdings, LLC a Colorado based limited liability company.
Sample 1

Related to Operating Seller

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Direct seller means a person selling consumer products to individuals for personal or household use and not from a fixed retail location, including selling such product at in-home product demonstrations, parties, and other one-on-one selling.

  • Model 4 seller means a seller that is registered under the agreement and is not a model 1 seller, model 2 seller, or model 3 seller.

  • Model 1 seller means a seller registered under the agreement that has selected a certified service provider as the seller's agent to perform all of the seller's sales and use tax functions for agreement sales and use taxes other than the seller's obligation under Section 59-12-124 to remit a tax on the seller's own purchases.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Seller has the meaning set forth in the Preamble.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Model 2 seller means a seller registered under the agreement that:

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Purchaser means the organization purchasing the goods.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Buyer has the meaning set forth in the preamble.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.