Seller Related Instruments definition

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

  • The Seller Related Instruments, when duly executed and delivered by Seller to Buyer at the Closing, will effectively vest in Buyer good and marketable title to all of the Purchased Assets.

  • 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.

  • The board of directors of Seller has taken all action required by law, the certificate of incorporation or by-laws of Seller, or otherwise, to authorize the execution and delivery of this Agreement and the Seller Related Instruments and the consummation of the transactions contemplated hereby and thereby.

  • 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.

  • Except as set forth on SCHEDULE 5.6, the execution, delivery and performance by Seller of this Agreement and the Seller Related Instruments and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, or filing with, any governmental agency or other Person, except such consents, approvals and filings the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

  • The Buyer shall have received the Seller Related Instruments, in each case, duly executed by each Party thereto (other than the Buyer).

  • The execution, delivery and performance of this Agreement and the Seller Related Instruments to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each of Seller Parent and Company and no other corporate proceedings on its part are necessary to authorize such execution, delivery and performance.

  • 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.

  • The execution, delivery and performance of this Agreement and the Seller Related Instruments to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each Seller Entity and no other corporate proceedings on its part are necessary to authorize such execution, delivery and performance.

  • No other corporate act or proceeding or shareholder action on the part of Seller is necessary to authorize this Agreement or any of the Seller Related Instruments or the transactions contemplated hereby or thereby.

Related to Seller Related Instruments

  • Permitted Instruments Any one or more of the following:

  • Gift instrument means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund.

  • 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.

  • Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group.

  • 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.

  • Assessment instrument means the form provided for under the Supported Wage System that records the assessment of the productive capacity of the person to be employed under the Supported Wage System.

  • money market instrument means with respect of an Index Calculation Date the Stockholm Interbank Offered Rate 3 Months (the "Reference Interest Rate"), as published on Bloomberg page STIBB3M Index (or any replacement Bloomberg page which displays that rate) (the "Screen Page") around 11:00 a.m. (London time) on that day.

  • 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.

  • Real estate-related financial transaction means any transaction involving:

  • 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.

  • Material Related Party Transactions means any transaction/transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

  • 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.

  • approved institution means an entity so named in a Certificate, as hereinafter defined. From time to time, the Fund may amend a previously delivered Certificate by delivering to the Transfer Agent a Certificate naming an additional entity or deleting any entity named in a previously delivered Certificate.

  • 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.

  • Specially designed instruction means adapting, as appropriate to the needs of an eligible child under this chapter, the content, methodology, or delivery of instruction:

  • 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 (a) accounts receivable, instruments, chattel paper, obligations, general intangibles, equipment and other similar assets, including interests in merchandise or goods, the sale or Lease of which gives rise to the foregoing, related contractual rights, guarantees, insurance proceeds, collections and other related assets, (b) equipment, (c) inventory and (d) proceeds of all of the foregoing.