Seller Related Agreement definition

Seller Related Agreement means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Seller or the Company in connection with the transactions contemplated hereby.
Sample 1Sample 2
Seller Related Agreement. Any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Company or Seller in connection with the transactions contemplated hereby. Exhibit A
Sample 1

Examples of Seller Related Agreement in a sentence

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  • This Agreement and Seller Related Agreement constitute the legal, valid and binding obligation of Seller and the Company, as applicable, enforceable against Seller and the Company, as applicable, in accordance with its (or their respective) terms.

  • Seller and the Company have the absolute and unrestricted, right, power, authority and capacity to enter into and perform his, her or its respective obligations under this Agreement and Seller Related Agreement to which he, she or it is a party.

  • Upon its execution and delivery by Seller, each Seller Related Agreement will constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by Bankruptcy and Equity Principles.

  • No action, suit, proceeding or investigation of any nature is pending or, to such Seller’s knowledge, threatened, against such Seller with respect to such Seller’s execution, delivery and performance of this Agreement or any Seller Related Agreement to which such Seller is to be a party or the consummation of the Transactions.

  • The Purchaser Indemnified Parties shall be entitled, but not required, to set-off any amount or right it may be entitled to pursuant to this Agreement (including, without limitation, payments for indemnification obligations), against any amount, right or obligation owed to the Seller under this Agreement or Seller Related Agreement, including but not limited to the Earnout Amounts, as determined in such Purchaser Indemnified Party’s sole discretion.

  • There is no claim, demand, action, suit, litigation, dispute, order, writ, injunction, judgment, assessment, decree, grievance, arbitral action, investigation or proceeding pending or, to the knowledge of either Seller, threatened against or relating to the transactions contemplated by this Agreement or the Seller Related Agreement.

  • This Agreement and each Seller Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of Seller.

  • The Sole Stockholder has all requisite right, power, authority and capacity to enter into and perform its obligations under this Agreement and any Seller Related Agreement to which it is a party.

  • The execution, delivery or performance by the Company, the Seller or the Parent of this Agreement or any Seller Related Agreement to which it is a party shall not conflict with or result in a violation of any of the provisions of any of the Constituent Documents of any Company Party or of the Seller or the Parent.

Related to Seller Related Agreement

  • Seller Related Party means Seller and its officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

  • Related Agreement means any Contract which is or is to be entered into at the Closing or otherwise pursuant to this Agreement. The Related Agreements executed by a specified Person shall be referred to as "such Person's Related Agreements," "its Related Agreements" or another similar expression.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).

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

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Related Agreements means the Deeds, each Assignment and Assumption of Lease, the Xxxx of Sale, the Assignment and Assumption Agreement, the Asset Demarcation Agreement, the Easements, the Interconnection Agreements, the Transition Services Agreement, the Release of Mortgage Indenture, the Guaranties, the Escrow Agreement and the other agreements, certificates and documents to be delivered pursuant to this Agreement.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Seller has the meaning set forth in the Preamble.

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

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Seller Affiliate means any Affiliate of Seller.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Seller Parent has the meaning set forth in the Preamble.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Parent Related Party means Parent, Merger Sub, the Lender (as defined below), or any of their respective former, current and future general or limited partners, shareholders, financing sources, managers, members, agents, directors, officers, employees or Affiliates (excluding any Company Related Party).

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Specified Agreement is defined in Section 8.1(e) of the Agreement.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

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