Seller Member definition
Seller Member and “Seller Members” have the respective meanings set forth in the preamble.
Seller Member is defined in Section 21.6.4.
Seller Member has the meaning set forth in Section 10.11(a).
Examples of Seller Member in a sentence
As of the date hereof, such Seller, if such Seller is a Seller Member, is the lawful holder of record and beneficial owner of the Membership Interests set forth opposite such Seller Member’s name on Exhibit E and has good and valid title to such Membership Interests, free and clear of all Liens (other than transfer restrictions under applicable securities Laws and the Company’s operating agreement).
More Definitions of Seller Member
Seller Member means any person who or which holds any Seller Membership Interests.
Seller Member means any person who or which is a member of Bison.
Seller Member means Pogo Royalty, LLC, a Texas limited liability company.
Seller Member is defined in the preamble to this Agreement.
Seller Member means any person who or which is a member of IPP.
Seller Member means, as to any Seller, such Seller and permitted assignees of such Seller’s Membership Interest (which, for avoidance of doubt, excludes the Acquired Interests).
Seller Member means each of MC, TS, KH 2022 GRAT, KH 2022 Gift Trust, KH 2024 GRAT, HS 2022 GRAT, HS 2022 Gift Trust and HS 2024 GRAT, and collectively, the “Seller Members.” “Seller Released Parties” has the meaning set forth in Section 6.6(a). “Seller Releasing Parties” has the meaning set forth in Section 6.6(a). “Separation Plan” has the meaning set forth in Section 6.20. “Shared Contracts” has the meaning set forth in Section 6.29. “Shared Contract Obligations” has the meaning set forth in Section 6.29. “Shared Contract Rights” has the meaning set forth in Section 6.29. “Specific Tax Liabilities” has the meaning set forth on Schedule 1.1(c). “Specified Company Expenses” has the meaning set forth in Section 6.33. “Straddle Tax Period” means any Tax period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. “Target Net Working Capital” means $52,000,000. “Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, withholding, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, windfall profits, customs, duties, real property, personal property, capital stock, social security (or similar), unemployment, disability, payroll, license, escheat or unclaimed property, bottle deposit, beverage or soda or other tax, including any interest, penalties or additions to tax. “Tax Claim” has the meaning set forth in Section 6.10(a). “Tax Return” means any return, report, declaration, claim for refund, information return or other document (including any related or supporting schedule, statement or information) required to be filed in connection with the deter...