Seller Group Companies definition
Examples of Seller Group Companies in a sentence
The Guarantor waives any right it has of first requiring any of the Buyer Group Companies to commence proceedings or enforce any other right against the Seller or any of the Seller Group Companies or any other person before claiming under this clause 11.
Over ninety percent (90%) of each of the assets, liabilities, revenues and expenses, in each case, required to be reflected on the Seller Financial Statements in accordance with GAAP of the Seller Group Companies on a consolidated basis for each of the fiscal years ending December 31, 2012, December 31, 2013, and for the period from January 1, 2014 through the Balance Sheet Date, were reflected on the Seller Financial Statements.
Seller agrees that, after the applicable Closing, Parent and the applicable Seller Group Companies shall be entitled to the goodwill and going concern value of the BRC Business, the RIM Business, and the BRH Business, as applicable, and to protect and preserve the same to the maximum extent permitted by Law.
Seller also acknowledges that his management contributions to the BRC Business, the RIM Business and the BRH Business have been uniquely valuable and involve proprietary information that would be competitively unfair to make available to any competitor of applicable Seller Group Companies.
All of the Seller Group Properties are suitable in all material respects for the purpose of conducting the business of the Seller Group Companies as now conducted.
The Seller Group shall cause any director of any of the Seller Group Companies in office immediately prior to the Effective Time, other than Seller, to resign as director of the Seller Group Companies effective as of the Effective Time.
To the Knowledge of the Seller Group, the Seller Group Companies possess the Intellectual Property Rights necessary for the conduct of their respective businesses as now conducted and which the failure to so own, possess, license or have other rights to use would not reasonably be likely to have, individually or in the aggregate, a Seller Material Adverse Effect.
The Seller Group Properties constitute all interests in real property currently used or currently held for use in connection with the business of any of the Seller Group Companies.
No other Seller Group Companies other than Sohu Internet, Sohu New Era and Sohu New Media and Kylie carry on the 17173 Business or has any interests, right or title in the Purchased Assets.
The Seller Group Companies have obtained all Governmental Authorizations necessary to own, lease or operate their assets and properties and to conduct their business as now conducted and all such Governmental Authorizations remain in full force and effect, except where the absence of which would not reasonably be expected to have a Material Adverse Effect.