Seller Delivered Agreements definition

Seller Delivered Agreements is defined in Section 11.14(b).
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Seller Delivered Agreements. See Section 17.2(a);
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Seller Delivered Agreements has the meaning set forth in Section 5.1(b).
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Examples of Seller Delivered Agreements in a sentence

  • The execution and delivery by Seller of the Seller Delivered Agreements, the consummation by Seller of the transactions contemplated by them and Seller's other compliance with or performance under them have been duly authorized by all necessary corporate action on the part of Seller, including approval by Seller's Board of Directors on ________, 1995 and approval by Seller's shareholders on ________, 1995.

  • No other corporate or limited partnership action on the part of any Seller is necessary to authorize the execution and delivery of the Seller Delivered Agreements by each Seller or the consummation by each Seller of the transactions contemplated thereby.

  • The execution and delivery by Seller of the Seller Delivered Agreements and the consummation by Seller of the transactions contemplated on its part thereby have been duly authorized by all necessary action on the part of Seller, other than the approval of the Stockholders of Seller in accordance with the GLCN.

  • The execution and delivery by Seller of the Seller Delivered Agreements and the consummation by Seller of the transactions contemplated on its part thereby have been duly authorized by all necessary action on the part of Seller, other than the approval of the Shareholders of Seller.

  • Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the following opinion: The Purchase Agreement and any other agreements, instruments and documents to be executed and delivered by Seller, pursuant to the Purchase Agreement are hereinafter collectively referred to as the "Seller Delivered Agreements").

  • Each Seller hereby expressly acknowledges and agrees that (a) the Sellers’ Representative is exclusively authorized to act on its behalf, notwithstanding any dispute or disagreement among the Sellers, and (b) the Buyer and any other person or entity shall be entitled to rely on any and all actions taken by the Sellers’ Representative under this Agreement and the other Seller Delivered Agreements without any liability to, or obligation to inquire of, any of the Sellers.

  • The execution and delivery by each Seller of the Seller Delivered Agreements and the consummation by each Seller of the transactions contemplated on its part thereby have been duly authorized by all necessary action on the part of each Seller.

  • Agrees to be bound by all notices received and agreements and determinations made by and documents executed and delivered by the Sellers’ Representative under the Seller Delivered Agreements.

  • Each Seller has the corporate power and authority to execute and deliver this Agreement and any other agreements, instruments and documents executed and delivered by such Seller pursuant to this Agreement (this Agreement and such other agreements, instruments and documents are collectively referred to as the "Seller Delivered Agreements") and to consummate the transactions contemplated on the part of such Seller hereby and thereby.

  • The execution and delivery by each Seller of the Seller Delivered Agreements and the consummation by each Seller of the transactions contemplated on its part thereby have been duly authorized by each of their boards of directors or partners, as applicable, and by the Board of Directors of Spectrum Brands, Inc., a Wisconsin corporation and the ultimate parent company of each of the Sellers (“Spectrum”).

Related to Seller Delivered Agreements

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Seller Documents has the meaning set forth in Section 4.2.

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Specified Agreements means agreements relating to the following matters, namely:

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.