Seller Related Instruments definition

Seller Related Instruments has the meaning set forth in Section 4.01(b).
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Seller Related Instruments shall have the meaning set forth in Section 3.01(b) hereof.
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Seller Related Instruments is defined in Section 5.2 of this Agreement.
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Examples of Seller Related Instruments in a sentence

  • For the purposes of this Section 12.03, “Transaction Documents” refers to this Agreement, the Disclosure Schedule, the Xxxxx Disclosure Schedule, the Buyer Related Instruments, the Seller Related Instruments and the exhibits, schedules and annexes hereto and thereto and which form a part hereof and thereof (including, without limitation, the confidentiality provisions referred to in Section 6.02), and the confidentiality provisions of the Letter of Intent.

  • All corporate authorizations required for consummation of the transactions contemplated by this Agreement and the transactions contemplated by the Seller Related Instruments have been received and continue to be in full force and effect.

  • Seller or its applicable Affiliate has all requisite limited liability company or corporate power and authority to execute and deliver this Agreement and the Seller Related Instruments, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the transactions contemplated by the Seller Related Instruments.

  • Upon execution and delivery, this Agreement and any Seller Related Instruments are valid and legally binding obligations of Seller and its applicable Affiliate enforceable in accordance with their respective terms.

  • The parties hereto each acknowledges that it has been advised and represented by independent legal counsel in the negotiation, execution and delivery of this Agreement, the Seller Related Instruments and the Purchaser Related Instruments, has participated in the negotiation and drafting of this Agreement, and has relied on its own accounting, legal and financial advisors.

  • Without limiting the foregoing, Clearsho is not party to or bound by any contract or agreement other than the Asset Transfer Agreement and the Seller Related Instruments (as defined in the Asset Transfer Agreement).

  • Included is cessation of the violations, as well as, as appropriate, restitution, compensation, rehabilitation, satisfaction and guarantees of non-repetition (Principles 15-23).

  • This Agreement, along with the Seller Related Instruments and the Purchaser Related Instruments and the Schedules and Exhibits hereto, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous arrangements, agreements and understandings, whether oral or written, among the parties hereto in connection with the subject matter of this Agreement.

  • Buyer shall have received Seller Related Instruments, in each case, duly executed by each party thereto (other than Buyer or Buyer Parent).

  • This election stemmed from Salt Lake County’s correct determination that it was no longer best positioned to provide municipal services and that most communities would be better served if those communities made their own decisions regarding the municipal services they receive.

Related to Seller Related Instruments

  • Seller Related Party means the Selling Entities and each of their respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling persons and agents.

  • Seller Related Parties means Seller, RAR, ROP, the Applicable Parties, any Affiliate of Seller and their respective direct or indirect members, partners, stockholders, officers, directors, employees and agents.

  • Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Member (which obligations do not constitute Financial Indebtedness) arising in the ordinary course of trading of that Group Member.

  • Money Market Instruments means instruments normally dealt in on the money

  • Agreements and Instruments has the meaning set forth in Section 2(a)(xiii).

  • Investment Related Property means: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and certificates of deposit.

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

  • Material Debt Instrument means any physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged and delivered to the Administrative Agent (or its bailee) pursuant to the Security Agreement.

  • Subject Instruments shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed.

  • Credit Support Instruments has the meaning set forth in Section 3.01(a).

  • Tier 1 Instruments means any and all (i) securities or other obligations (other than Tier 1 Shares) issued by UBS Group AG or (ii) shares, securities, participation securities or other obligations (other than Tier 1 Shares) issued by a subsidiary of UBS Group AG and having the benefit of a guarantee, credit support agreement or similar undertaking of UBS Group AG, each of which shares, securities, participation securities or other obligations described in clauses (i) and (ii) of this definition qualify, or are issued in respect of a security that qualifies, as Tier 1 Capital of the Group and/or UBS Group AG (without regard to quantitative limits on such capital) on a consolidated (Finanzgruppe) or on an unconsolidated (Einzelinstitut) basis.

  • Real Estate-Related Assets means any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.

  • Debt Instruments means bonds, notes or other debt securities (however defined), which are or are intended to be quoted, listed, traded or otherwise admitted to trading on a Regulated Market or an MTF.

  • Pledged Debt Instruments means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral), issued by the obligors named therein.

  • Related Real Estate Documents with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory to Agent and received by Agent for review at least 10 days prior to the effective date of the Mortgage: (a) a mortgagee title policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent, which must be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may require with respect to other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by environmental engineers acceptable to Agent, and accompanied by such reports, certificates, studies or data as Agent may reasonably require, which shall all be in form and substance satisfactory to Required Lenders; and (g) an Environmental Agreement and such other documents, instruments or agreements as Agent may reasonably require with respect to any environmental risks regarding the Real Estate.

  • Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

  • Pledge Instruments With respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary Lease and the Security Agreement.

  • Receivables and Related Assets means Receivables and any instruments, documents, chattel paper, obligations, general intangibles and other similar assets, in each case, relating to such Receivables.

  • Cash Investment Instrument means an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.

  • Subsequent Transfer Instrument Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit Q, by which Subsequent Mortgage Loans are transferred to the Trust Fund.