Seller Joinder Agreement definition

Seller Joinder Agreement means a joinder agreement pursuant to which an Additional Seller becomes a party to this Agreement, substantially in the form of Annex C attached hereto.
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Seller Joinder Agreement shall have the meaning assigned in Article 29(f) of this Agreement.
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Seller Joinder Agreement has the meaning set forth in the Preamble.
Sample 1

Examples of Seller Joinder Agreement in a sentence

  • Any additional party or parties that has executed and delivered an Additional Seller Joinder Agreement.

  • Except in the case of a Superior Proposal, the Board of Directors or Board of Managers of HoldCo or the Companies, as applicable (in its capacity as such), shall use its commercially reasonable efforts to obtain the Seller Approval and the execution of a Seller Joinder Agreement by each Seller within one (1) day following the date of this Agreement.

  • The Seller has full power and authority to execute and deliver the Seller Joinder Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

  • SwedenAccording to the Swedish Criminal Law, a conditional sentence may be imposed by a court for an offence for which the sanction of a fine is considered inadequate.

  • These representations and warranties are made as of the date of the Seller Joinder Agreement and as of the Closing Date, except to the extent that a representation or warranty of this Section 2 expressly states that such representation or warranty, or information in such section of the Disclosure Schedules, is made only as of an earlier date.

  • Pursuant to the Seller Joinder Agreement, except as set forth in the Disclosure Schedules, the Seller shall represent and warrant to the Purchaser the following matters in this Section 2.

  • The execution and delivery by Sellers (pursuant to the Seller Joinder Agreement) and Sellers’ Representative of this Agreement and any Ancillary Agreement to which a Seller and/or Sellers’ Representative is a party, the performance by Sellers and Sellers’ Representative of their obligations hereunder and thereunder, and the consummation by Sellers and Sellers’ Representative of the Transactions have been duly authorized by all requisite action on the part of Sellers and Sellers’ Representative.

  • Employee further agrees not to make derogatory or ---------------- negative remarks or comments about the Company, its affiliates and their respective directors, officers, shareholders, agents or employees, to any third parties, and not to otherwise defame the Company in any manner.

  • There is no Claim or Order of any nature, pending, rendered or, to the Seller’s Knowledge, threatened in writing, against the Seller that, individually or in the aggregate with any other such Claims or Orders, reasonably would be expected to adversely affect the Seller’s ability to consummate the transactions contemplated by the Seller Joinder Agreement.

  • This Agreement may be amended only by the execution and delivery of a written instrument by or on behalf of (a) prior to the date of the Seller Joinder Agreement and prior to the Closing, the Purchaser and the Company, (b) on or after the date of the Seller Joinder Agreement and prior to the Closing, the Purchaser, the Company and the Seller, and (c) after the Closing, the Purchaser and the Seller.


More Definitions of Seller Joinder Agreement

Seller Joinder Agreement has the meaning ascribed to such term in the Recitals.
Sample 1

Related to Seller Joinder Agreement

  • Lender Joinder Agreement means a joinder agreement in a form reasonably satisfactory to the Administrative Agent delivered in connection with Section 2.22.

  • Borrower Joinder Agreement means an agreement in substantially the form of Exhibit I or any other form approved by the Administrative Agent.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.12 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.12.

  • Security Joinder Agreement means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Joinder Agreement means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions of Section 6.13.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Joinder Supplement means an agreement among the Borrower, a Lender, its Lender Agent and the Administrative Agent in the form of Exhibit E to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Closing Date.

  • Guarantor Joinder means a joinder by a Person as a Guarantor under the Loan Documents in the form of Exhibit 1.1(G)(1).

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Intercreditor Agreement Joinder means an agreement substantially in the form of Exhibit A.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.

  • Guaranty Supplement means an instrument substantially in the form of Exhibit I hereto.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • 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.

  • Increase Joinder has the meaning specified therefor in Section 2.14.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).