Seller Affiliated Party definition
Examples of Seller Affiliated Party in a sentence
There is no Proceeding pending or, to the knowledge of any Seller, threatened or anticipated against any Seller Affiliated Party relating to or affecting the Transactions.
Upon the execution and delivery by each Seller Affiliated Party of each other Transaction Document to which such Seller Affiliated Party is a party, such Transaction Document will constitute the valid and legally binding obligation of such Seller Affiliated Party, enforceable against such Seller Affiliated Party in accordance with the terms of such Transaction Document.
No Seller Affiliated Party is required to notify, make any filing with, or obtain any Consent of any Person in connection with the Transactions.
Except as described on Section 4.9(d) of the Disclosure Schedules, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Real Property have been installed and are operational and sufficient for the operation of the Company’s businesses, and neither the Company nor any Seller Affiliated Party has received any notice of discontinuance of or reduction in such services.
This Agreement constitutes the valid and legally binding obligation of each Seller Affiliated Party, enforceable against each Seller Affiliated Party in accordance with the terms of this Agreement.
Each Seller Affiliated Party has the full power, authority and legal capacity to execute and deliver the Transaction Documents to which such Seller Affiliated Party is or will be a party and to perform such Seller Affiliated Party’s obligations thereunder.
No investment banker, broker, finder or intermediary or other Person is or will be entitled to any investment banking, brokerage, finder’s, financial advisory or similar fee or commission in connection with this Agreement or the Transactions as a result of any arrangement made by any Seller Affiliated Party.
Except as disclosed on Disclosure Schedule 3.17, after the Closing neither Seller nor any Seller Affiliated Party will have any interest in any property (real or personal, tangible or intangible) that is included in the BP Assets or otherwise used in or pertaining to the Business.
Except (i) as disclosed on Disclosure Schedule 3.19, (ii) for assets and services provided by Seller or any Seller Affiliated Party, as disclosed on Disclosure Schedule 3.17, and (iii) the Excluded Assets, the BP Assets constitute all of the assets (including the documents, data, files, ledgers, books and records, production records, purchasing and sales records, personnel, medical and payroll records for Dedicated Employees, correspondence and accounting records) that are primarily used in the Business.