Seller Successor definition

Seller Successor is defined in Section ‎9.9.
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Seller Successor means Seller or, following the liquidation or dissolution of Seller or the assignment of Seller’s rights and obligations under this Agreement pursuant to Section 10.3, Seller’s successor or assign hereunder.
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Seller Successor has the meaning set forth in Section 3.5(a).
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Examples of Seller Successor in a sentence

  • All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows: To Seller: Successor Agency to the Covina Redevelopment Agency 000 X.

  • At the request of the Seller Successor, Buyer shall permit the Seller Successor or an independent, nationally recognized auditor designated by the Seller Successor and reasonably acceptable to Buyer, at reasonable times and upon reasonable notice, to audit the Books and Records maintained pursuant to this Section 1.5(d) to ensure the accuracy of all Contingent Consideration paid hereunder.

  • No provision of this Agreement is intended, nor will be interpreted, to provide or to create any third party beneficiary rights or any other rights of any kind in any client, customer, Affiliate, stockholder, officer, director, employee or partner of any Party or any other Person, other than the Parties, the Buyer Indemnified Parties, the Seller Indemnified Parties and the Seller Successor, as set forth in Section 10.3.

  • For the avoidance of doubt, and notwithstanding anything to the contrary herein (including, without limitation, Section 8.2), except for the License Fee, under no circumstances shall a Shareholder be liable under this Section 5.19 for any Damages arising or amounts owing (whether as a consequence of breach by Seller or any applicable Seller Successor or otherwise) to the extent that such Damages arise, or amount becomes owing, under or in respect of any Transaction Document other than this Agreement.

  • In the event that the Purchaser Stock Consideration is transferred, contributed or assigned to a Seller Successor Entity following the Plan of Liquidation, such Seller Successor Entity shall, as a condition to such transfer, agree to be bound by any and all obligations of Seller under this Agreement.

  • All notices, requests, demands and other communication given or required to be given hereunder shall be in writing and sent by first class United States registered or certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows: To Seller: Successor Agency to the Monrovia Redevelopment Agency 415 S.

  • No later than 10 Business Days prior to any distributions to Securityholders pursuant the Plan of Liquidation, Seller (or a Seller Successor Entity, if applicable) shall deliver to Purchaser a spreadsheet setting forth each Securityholder's Pro Rata Share with reasonable supporting calculations thereto, which spreadsheet shall be certified by an officer of Purchaser and which shall be subject to Purchaser's reasonable review and comment in respect of such calculations.

  • The Notice addresses for the Parties, as of the Effective Date, are as follows: To Buyer:Maria Diaz To Seller: Successor Agency to the Pomona Redevelopment Agency505 S Garey Ave Pomona, California 91766Attention: Executive DirectorWith a copy to:Best Best & Krieger LLP 18101 Von Karman Ave.

  • The change order report includes: Sumner High School, Phase 1 Change Order #3, Sumner High School, Phase 1 Change Order #4 and Mountain View Middle School Expansion Project Change Order #3.

  • In furtherance of the foregoing, and as an additional condition to effecting any Corporate Transaction, Seller and the Seller Successor will cause the definitive agreements implementing such Corporate Transaction to make Purchaser an express third-party beneficiary of such agreements.


More Definitions of Seller Successor

Seller Successor means Seller or any of its parent entities following the occurrence of any one of the following: (i) a change in the ownership or control of Seller or any of its parent entities effected through a transaction or series of transactions (including by way of merger, consolidation, business combination, sale of stock or similar transaction involving Seller or any of its parent entities) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than Seller or any of its parent entities, or a person that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Seller) directly or indirectly acquires beneficial ownership of more than 50% of the total combined voting power of the outstanding capital stock of Seller or any of its parent entities, in either case immediately after such transaction or series of transactions; or (ii) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets of Seller or any of its parent entities, to an unaffiliated person. Seller acknowledges that the remedy at Law for breaches of this Section 9.7 shall be inadequate and that, in addition to any other remedy Buyer may have, it shall be entitled to an injunction restraining any breach or threatened breach, without any bond or other security being required. If any court determines that any part of this Section 9.7 is unenforceable in any respect, then such court may reduce the scope or duration of this Section 9.7 to the extent necessary so that Section 9.7 is enforceable, and this Section 9.7, as so modified, shall then be enforced.
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Seller Successor shall have meaning set out in Section 17.1.
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Related to Seller Successor

  • Business Successor means (i) any former Subsidiary of the Company and (ii) any Person that, after the Issue Date, has acquired, merged or consolidated with a Subsidiary of the Company (that results in such Subsidiary ceasing to be a Subsidiary of the Company), or acquired (in one transaction or a series of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Company.

  • Permitted Successor is defined in Section 5.02 of the Sale Agreement.

  • Division Successor means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

  • Successor Master Servicer The meaning ascribed to such term pursuant to Section 8.02.

  • Successor personal representative means a personal representative, other than a special administrator, who is appointed to succeed a previously appointed personal representative.

  • Qualified Successor means a person who is entitled to ownership of an Option upon the death of an Optionee, pursuant to a will or the applicable laws of descent and distribution upon death;

  • Pre-Adjustment Successor Rate has the meaning specified in Section 3.03(c).

  • Qualified Successor Entity means, with respect to a Business Combination Event, a corporation; provided, however, that a limited liability company, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such Business Combination Event if either (A) such Business Combination Event is an Exempted Fundamental Change; or (B) both of the following conditions are satisfied: (i) either (x) such limited liability company, limited partnership or other similar entity, as applicable, is treated as a corporation or is a direct or indirect, wholly owned subsidiary of, and disregarded as an entity separate from, a corporation, in each case for U.S. federal income tax purposes; or (y) the Company has received an opinion of a nationally recognized tax counsel to the effect that such Business Combination Event will not be treated as an exchange under Section 1001 of the Internal Revenue Code of 1986, as amended, for Holders or beneficial owners of the Notes; and (ii) such Business Combination Event constitutes a Common Stock Change Event whose Reference Property consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes; and (y) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Successor Manager Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the benefit of the Trust and the Companion Loan Holders, to serve as manager of a Foreclosed Property, which designation, as evidenced by written confirmation from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Mortgage Loan Seller Sub-Servicer A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.

  • Successor Person has the meaning assigned to such term in Section 6.03(b)(i).

  • successor in business means any company which, as a result of any amalgamation, merger or reconstruction: (a) owns beneficially the whole or substantially the whole of the undertaking, property and assets owned by the Issuer immediately prior thereto; and (b) carries on, as successor to the Issuer, the whole or substantially the whole of the business carried on by the Issuer immediately prior thereto.

  • Sub-Servicer Any Person with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.

  • LIBOR Successor Rate has the meaning specified in Section 3.03(c).

  • Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

  • The Purchaser or Corporation means the APMSIDC, the purchasing agency

  • Seller Affiliate means any Affiliate of Seller.

  • Successor Entity means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

  • Seller has the meaning set forth in the Preamble.

  • Servicer's Assignee As defined in Section 10.14(a).

  • Successor in Interest means any (i) shareholder of; (ii) trustee, custodian, receiver or other person acting in any Bankruptcy or reorganization proceeding with respect to; (iii) assignee for the benefit of the creditors of; (iv) officer, director or partner of; (v) trustee or receiver, or former officer, director or partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of; or (vi) other executor, administrator, committee, legal representative or other successor or assign of, any Partner, whether by operation of law or otherwise.

  • Eligible Servicer means a Person which, at the time of its appointment as Servicer, (i) has a net worth of not less than $50,000,000, (ii) is servicing a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans, (iii) is legally qualified, and has the capacity, to service the Receivables, (iv) has demonstrated the ability to service a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans similar to the Receivables professionally and competently in accordance with standards of skill and care that are consistent with prudent industry standards and (v) is qualified and entitled to use pursuant to a license or other written agreement, and agrees to maintain the confidentiality of, the software which the Servicer uses in connection with performing its duties and responsibilities under the Sale and Servicing Agreement or obtains rights to use, or develops at its own expense, software which is adequate to perform its duties and responsibilities under the Sale and Servicing Agreement.

  • Successor manufacturer means a manufacturer that acquires, succeeds to, or assumes any part of the business of another manufacturer as the result of any of the following:

  • Servicer Affiliate A Person (i) controlling, controlled by or under common control with the Servicer or which is 50% or more owned by the Servicer and (ii) which is qualified to service residential mortgage loans.