Purchased Company definition

Purchased Company has the meaning set forth in Section 1.1.

Purchased Company shall have the meaning ascribed to such term in Recital A hereof.

Purchased Company has the meaning set forth in the Recitals.

Examples of Purchased Company in a sentence

• Neither any Purchased Company nor any Asset Seller has been permanently or temporarily enjoined or barred by any Judgment from engaging in or continuing any conduct or practice in connection with the Business, and there is no outstanding Judgment requiring any Purchased Company or any Asset Seller to take, or refrain from taking, action with respect to the Business.

• The Company or a Purchased Company, as shown in Annex A, is the record and beneficial owner of the Shares free and clear of any and all Liens.

• All such Permits are in full force and effect in all material respects, and neither any Purchased Company, any Asset Seller nor any other Affiliate of Parent has received, since January 1, 2014, any written notice of any suspension, modification, revocation, cancellation or non-renewal, in whole or in part, of any such Permit.

• Neither Seller nor any Purchased Company has been notified in writing by a taxing authority in any jurisdiction in which any Purchased Company does not pay Taxes or file Tax returns asserting that any Purchased Company is or may be required to pay Taxes or file Tax returns in such jurisdiction.

• Neither any Purchased Company, any Asset Seller nor any other Affiliate of Parent has received, since January 1, 2014, any written notice from any Governmental Authority regarding any actual, alleged or potential violation by the Business of, or failure by the Business to comply with, any Legal Requirement.

More Definitions of Purchased Company

Purchased Company means any one of the Company or one of its Subsidiaries.

Purchased Company means either the Company or CMS.

Purchased Company shall have the meaning set forth in the first paragraph of this Agreement.

Purchased Company has the meaning set forth in the preamble. “R&W Insurance Policy” means the buyer-side representation and warranty insurance policy bound in favor of Buyer as of the date hereof. “Real Property” means the Owned Real Property, together with all buildings, structures and facilities located thereon. “Related Party” means (i) any present officer, director, manager, shareholder or member of the Heartland Companies or any Affiliate of the Heartland Companies or any Seller; (ii) any Seller or any Seller’s spouse; (iii) any member of the “immediate family” (as such term is defined under Rule 16a-1(e) of the Securities Exchange Act of 1934) of any Seller or any Seller’s spouse; or (iv) any Affiliate (other than a Heartland Company, Heartland Agriculture LLC, an Iowa limited liability company, Heartland Ag Kansas, LLC, a Kansas limited liability company, Heartland Guaranty, LLC a Nebraska limited liability company, or Heartland Leverage Lender, LLC, a Nebraska limited liability company) of a Heartland Company. “Related Party Agreements” means any Contract between any Related Party, on the one hand, and any of the Heartland Companies, on the other hand, in each case, other than this Agreement.

Purchased Company has the meaning set forth in the preamble. “Qualified Benefit Plan” has the meaning set forth in Section 3.21(c). “R&W Insurance Policy” means the buyer-side representation and warranty insurance policy bound in favor of Buyer as of the date hereof. “Real Property” means the Owned Real Property and the Leased Real Property, together with all buildings, structures and facilities located thereon. “Real Property Leases” has the meaning set forth in Section 3.09(c). “Related Party” means (i) any present officer, director, manager, shareholder or member of the Heartland Companies or any Affiliate of the Heartland Companies or any Seller; (ii) any Seller or any Seller’s spouse; (iii) any member of the “immediate family” (as such term is defined under Rule 16a-1(e) of the Securities Exchange Act of 1934) of any Seller or any Seller’s spouse; or (iv) any Affiliate (other than a Heartland Company, Heartland Solutions LLC, a Nebraska limited liability company, Heartland Leverage Lender, LLC, a Nebraska limited liability company, or NMS Warranty Co., a Nebraska corporation) of a Heartland Company. “Related Party Agreements” means any Contract between any Related Party, on the one hand, and any of the Heartland Companies, on the other hand, in each case, other than this Agreement and any of the other Ancillary Documents. “Related Party Account” means any account, loan, or other obligation (whether current or long-term) outstanding between any Related Party, on the one hand, and any of the Heartland Companies, on the other hand, other than, in the case of a Related Party who is an employee, any salary or wages and benefits owed by a Heartland Company in the ordinary course of business which are not past due as of the Closing Date and which are included as a Current Liability in the calculation of Closing Working Capital.

Purchased Company has the meaning set forth in the preamble. “R&W Insurance Policy” means the buyer-side representation and warranty insurance policy bound in favor of Buyer as of the date hereof. “Related Party” means (i) any present officer, director, manager, shareholder or member of the Purchased Company or any Affiliate of the Purchased Company or any Seller; (ii) any Seller or any Seller’s spouse; (iii) any member of the “immediate family” (as such term is defined under Rule 16a-1(e) of the Securities Exchange Act of 1934) of any Seller or any Seller’s spouse; or (iv) any Affiliate (other than Heartland Agriculture, LLC, an Iowa limited liability company, Heartland Ag Kansas, LLC, a Kansas limited liability company, Heartland

Purchased Company means each of Studios, EDI, PWT, and Pictures and “Purchased Companies” means every Purchased Company.