Purchaser II definition

Purchaser II has the meaning set forth in the recitals.
Sample 1Sample 2
Purchaser II shall have the meaning set forth in the preamble.
Sample 1Sample 2
Purchaser II has the meaning set forth in the definition of Trust Preferred Securities.
Sample 1

Examples of Purchaser II in a sentence

  • Purchaser and Purchaser II shall have received a certificate signed on behalf of Sellers by an authorized officer of each Seller to the foregoing effect.

  • Parent shall pay to Purchaser II an amount equal to the Taxes for which Parent is liable pursuant to Section 6.9(a) but which are payable with Tax Returns to be filed by Purchaser II pursuant to the previous sentence within 10 days prior to the due date for the filing of such Tax Returns.

  • Regarding the Investment Contracts, in the case that the subsidies granted thereunder were granted in violation of EU law and such subsidies are or will become for this reason subject to a repayment obligation, Seller shall indemnify Purchaser II and EPCOS Portugal against such repayment obligation.

  • As long as Seller can be held liable under Section 16.1, Purchaser II shall, at Seller’s request, forward any tax return to be filed by EPCOS Portugal after the Closing Date relating to a taxable period beginning prior to the Closing Date at least fifteen (15) days prior filing to Seller for review and comments and shall take Seller’s comments into due consideration.

  • In electing to exercise any remedy hereunder, Purchaser I and Purchaser II must jointly exercise the same remedy and are not permitted to pursue different remedies against Sellers.

  • Assuming due authorization, execution and delivery of this Agreement by Purchaser and Purchaser II, this Agreement constitutes the valid and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms.

  • Sellers shall have received the written opinion of Sullivan & Cromwell LLP, counsel to Purchaser, in form and xxxxxance xxxxxxably satisfactory to Sellers, with respect to the due authorization, execution and delivery by Purchaser and Purchaser II, and the enforceability against Purchaser and Purchaser II of this Agreement.

  • Parent, GP, LP, Purchaser and Purchaser II have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

  • With effect as of the Closing Date, Purchaser II hereby assumes any and all guarantees, suretyships, comfort letters and other securities of any kind which Seller or Seller’s Affiliates have provided in favour of EPCOS Portugal to the Portuguese State, banks, other financial institutions, suppliers, customers or other third parties, exclusively set forth in Exhibit 14.2 (“Seller’s Guarantees”).

  • Except for the Xxx-Xxxxx Consent, no consent, approval or other authorization or order of, and no filing with or waiver of rights by, any governmental authority, or any other person, is required (unless already obtained) in connection with the execution and delivery by Purchaser II of this Agreement or of any of Purchaser II's Transaction Documents, or the consummation by Purchaser II of the transactions contemplated hereby or thereby.


More Definitions of Purchaser II

Purchaser II means UBS Americas Inc., a Delaware corporation.
Sample 1

Related to Purchaser II

  • Purchaser Interest means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: C / (NRB - AR) where: C = the Capital of such Purchaser Interest. NRB = the Net Receivables Balance. AR = the Aggregate Reserves. Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

  • Purchaser/ User means ultimate recipient of goods and services

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Buyer Initial s/ PL Purchase Agreement for Tractor Supply-Maryville, TN Buyer shall be allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Seller has no obligation to spend any funds or make any effort to satisfy Buyer's objections, if any. Pending satisfaction of Buyer's objections, the payments hereunder required shall be postponed, but upon satisfaction of Buyer's objections and within ten (10) days after written notice of satisfaction of Buyer's objections to the Buyer, the parties shall perform this Agreement according to its terms.

  • Purchaser means the organization purchasing the goods.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Buyer has the meaning set forth in the preamble.

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

  • 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.

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

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • 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.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Additional Loans Purchase Price means the dollar amount representing the aggregate purchase price of the related Additional Loans as specified in the applicable Additional Purchase Agreement (which, with respect to any Additional Loan purchased with funds on deposit in the Supplemental Purchase Account, will be equal to 100% of the aggregate principal balance of such Additional Loan, plus accrued interest to be capitalized).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.