Seller Member definition

Seller Member and “Seller Members” have the respective meanings set forth in the preamble.

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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

Each of Seller and Seller Member further agrees to take all commercially reasonable steps (and to cause each of its Affiliates to take all commercially reasonable steps) but, in each case, to exercise no less than a reasonable standard of care, to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
Seller and Seller Member shall deliver promptly any payments received with respect to any such Insurance Claim to Buyer or as otherwise directed in writing by ▇▇▇▇▇.
Each of Seller and Seller Member understands that this general release shall apply to all unknown or unanticipated claims, damages and causes of action, as well as those known and anticipated.
Seller and Seller Member shall provide Buyer and its Affiliates with reasonable cooperation regarding the adjustment and pursuit of coverage for each Insurance Claim and the Buyer and its Affiliates shall have the right to effectively associate in the adjustment and pursuit of coverage for any Insurance Claim.
Each of Seller and Seller Member agrees not to disclose or use at any time (and shall cause each of its Affiliates not to use or disclose at any time) any Confidential Information.

More Definitions of Seller Member

Seller Member means any holder of a membership interest of Seller, including both Seller

Seller Member shall have the meaning set forth in the Recitals.

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...

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.