Seller Delivered Documents definition

Seller Delivered Documents means this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Seller pursuant to this Agreement.
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Seller Delivered Documents has the meaning set forth in Section 3.4. “Seller Disclosure Schedule” means the Seller Disclosure Schedule delivered by the Company to Buyer concurrently with the execution of this Agreement. “Seller Fundamental Representations” has the meaning set forth in Section 9.1. “Seller Indemnitees” has the meaning set forth in Section 10.1(b). “Seller Parties” means Sellers and, prior to the Effective Time, the Company. “Sellers” has the meaning set forth in the introductory paragraph hereof. “Services Agreement” means any Contract to which the Company or BCGS is a party pursuant to which services are provided by any Person in connection with the Company Business such as the provision of system, infrastructure, application, custodial, trust or brokerage, clearing or settlement services (other than Plan Sponsor Recordkeeping Agreements, other Contracts with Customers, or Fund Agreements) and which calls for the payments by or on behalf of the Company or BCGS to such Person in excess of $5,000 per annum. “Significant Producer” has the meaning set forth in Section 3.14(c). “Significant Producer Agreement” has the meaning set forth in Section 3.14(c). “Spousal Consents” means the consent of the spouse of each of the Class A Shareholder and ▇▇▇▇▇, in substantially the form set forth as Exhibit D. “Straddle Period” means any Tax year or period beginning on or before the Closing Date and ending after the Closing Date. “Subsidiary” of any Person means another Person of which more than 50% of the total combined voting power of all classes of stock or other voting interests or Controlling equity interest in the case of a Person that is not a corporation is owned at the time of determination directly or indirectly by such first Person. “Substantially Converted” means conversion of 90% or more of the Buyer’s “retirement advantage” plans (which does not include remitter services or data sharing) from the Buyer’s platform to the Company’s platform such that Buyer clients are able to access their client account information from the website maintained by the Company; provided that a plan shall be deemed converted to the Company’s platform if (i) the plan has not been converted due to delay by the custodian (Matrix/MG Trust) or the recordkeeping platform (FIS Relius), provided that Sellers shall have used best efforts to cause such conversion, or (ii) the plan has been converted and is subsequently “de-converted” by the Buyer. -13- 40733748.21
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Seller Delivered Documents has the meaning set forth in Section 6.2.
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Examples of Seller Delivered Documents in a sentence

  • The "Seller" has full corporate power and authority to enter -------------- -------- into this Agreement and the "Seller" Delivered Documents and to carry out the transactions contemplated herein and therein.

  • The execution and delivery by Seller of this Agreement and the other Seller Delivered Documents, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated on its part hereby and thereby have been duly authorized by all requisite corporate action in accordance with the terms of its Governing Documents, including approval from its board of directors and sole stockholder.

  • Such other agreements, documents or instruments to be delivered at the Closing or thereafter by the Seller pursuant to this Agreement or otherwise are collectively referred to as the "Seller Delivered Documents".

  • This Agreement constitutes and, upon execution and delivery, each of the Seller Delivered Documents will constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.

  • This Agreement has been and, upon execution and delivery, each of the Seller Delivered Documents will be duly executed and delivered by the Seller.

  • Each Seller has the corporate power and authority to execute and deliver this Agreement and the other Seller Delivered Documents and to consummate the transactions contemplated by this Agreement and the other Seller Delivered Documents and otherwise comply with and perform each Seller’s obligations under this Agreement and the other Seller Delivered Documents.

  • Seller has the power to execute, deliver and perform this Agreement and the other contracts, instruments and documents to be executed and delivered by it pursuant to this Agreement (this Agreement and such other contracts, instruments and documents to be delivered by Seller, collectively, are referred to herein as the "Seller Delivered Documents").

  • The execution, delivery and performance of Seller Delivered Documents have been duly authorized by all necessary action (including any necessary shareholder action) on the part of Seller in compliance with its articles of incorporation, its by-laws, any other governing contracts, instruments or other documents and applicable law, and this Agreement constitutes, and each of Seller Delivered Documents will constitute, its valid and binding agreement, enforceable against it in accordance with their terms.

  • The representations, warranties, covenants and agreements of the Parties (or any of them) contained in this Agreement, in the Seller Delivered Documents, and in the Purchaser Delivered Documents shall survive for three years following the Closing Date.

  • Seller has full corporate power and authority to execute and deliver this Agreement and the other Seller Delivered Documents and to consummate the transactions contemplated by this Agreement and the other Seller Delivered Documents and otherwise to comply with and perform Seller’s obligations under this Agreement and the other Seller Delivered Documents.

Related to Seller Delivered Documents

  • Seller Documents has the meaning set forth in Section 3.2.

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

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

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

  • 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.