Selling Affiliate definition

Selling Affiliate means each Affiliate of the Seller identified in Section 1(a)(i) of the Seller Disclosure Schedule.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Selling Affiliate means each Affiliate of Seller that owns right, title and interest to any of the Acquired Assets or is liable for any of the Assumed Liabilities, in each case immediately prior to the Closing.

Selling Affiliate shall have the meaning set forth in Section 4.1.

Examples of Selling Affiliate in a sentence

The Seller shall, or shall cause the relevant Selling Affiliate to, promptly pay to the applicable members of the Company Group when received all monies received by the Seller or such Selling Affiliate (net of applicable Taxes, if any, imposed in connection with the receipt of such monies) under such Non-Assignable Transferred Asset (including any Delayed Business) and all claims, rights and benefits arising thereunder.
Since the Lookback Date and no Person (including any Governmental Authority) has made any claim or commenced any action against the Seller or any Selling Affiliate, with respect to the Business, or any member of the Company Group with respect to alleged violations of Applicable Data Protection Requirements.
Subject to Section 5.13 relating to Comingled Contracts and Section 5.14 relating to Comingled Permits, the Seller shall, or shall cause the relevant Selling Affiliate to, use its commercially reasonable efforts to promptly obtain all necessary consents or waivers required to assign or transfer to the applicable member of the Company Group any Non-Assignable Transferred Asset that requires the consent of a third party, without any conditions to such transfer or changes or modifications of terms thereunder.
None of the Seller, the Selling Affiliates or the members of the Company Group, as applicable, is in material breach of, or material default under (and no event has occurred that with or without notice or lapse of time or both would constitute such a material breach or material default thereunder by Seller, any applicable Selling Affiliate or applicable member of the Company Group, or, to the Knowledge of the Seller, any other counterparty thereto) any Material Contract to which it is a party.
Each of the Seller, each Selling Affiliate and the Company has all the necessary corporate power and authority to execute and deliver this Agreement, the Company Transfer Agreements or the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Reorganization) and thereby.
Except for Centerview Partners LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, the fees, commissions and expenses of which will be paid as specified herein, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Seller, any Selling Affiliate or any member of the Company Group.
Except as set forth in Schedule 3.4(a) of the Disclosure Schedules, the Seller or relevant Selling Affiliate has, and following the Reorganization at the Closing the Company Group will have, good, marketable and valid title to, or a valid and enforceable license in, all tangible Transferred Assets, free and clear of any Encumbrance other than Permitted Encumbrances.
For so long as the Seller holds any Non-Assignable Transferred Asset in compliance with the Company’s instructions and provides to the applicable members of the Company Group all claims, rights and benefits of any such Non-Assignable Transferred Asset, the Company shall indemnify and promptly pay the Seller for all liabilities of the Seller or such Selling Affiliate associated with such Non-Assignable Transferred Asset (including any Delayed Business).
None of the Seller, any Selling Affiliate or any member of the Company Group has been required to send a notification to any affected individuals under any applicable Laws for such breaches or incidents, except, in each case, that would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Business or have a material adverse effect on the operation of the Business.
Without limiting the obligations of the Seller and the Selling Affiliates to comply with this Section 2.5, each of the Buyer and the Company agrees that neither the Seller nor any Selling Affiliate shall have any liability to the Company or the Buyer arising out of or relating to the failure to obtain any such consent or waiver that may be required in connection with the transactions contemplated by this Agreement or the Ancillary Agreements or because of any circumstances resulting therefrom.

More Definitions of Selling Affiliate

Selling Affiliate means each Affiliate of Seller that owns right, title and interest to any of the Acquired Assets or the Purchased Company’s Equity Interests or is liable for any of the Assumed Liabilities, in each case immediately prior to the Closing.

Selling Affiliate means each Affiliate of BMS that owns or holds any right, title or interest in, to or under any Collaboration Asset or any Acquired Asset, including the Affiliates of BMS identified in Exhibit 1.1.8.

Selling Affiliate or "Selling Affiliates" shall have the meaning ascribed thereto in the first recital of this Agreement.

Selling Affiliate means any Affiliate of the Seller which shall have been identified by the Seller to the Agent, and approved by the Agent, in writing as a "Selling Affiliate", provided that each such Affiliate (and, in the case of the Selling Affiliate Receivables Contribution and Sale Agreement, the Seller) shall have executed and delivered to the Agent a Selling Affiliate Receivables Contribution and Sale Agreement and a Consent and Agreement hereunder and under the Receivables Purchase and Sale Agreement, and shall have furnished to the Agent, in form and substance reasonably satisfactory to the Agent, (i) documents of the type described in Section 3.01 relating to such Affiliate, such Selling Affiliate Receivables Contribution and Sale Agreement, such Consent and Agreement and the Seller and (ii) the consent of the Company to the addition of such Affiliate as a "Selling Affiliate" hereunder and under the Receivables Purchase and Sale Agreement, an agreement substantially similar to the Company/Maxtor Agreement with respect to such Affiliate and its Selling Affiliate Receivables Contribution and Sale Agreement, and documents for the Company of the type described in Sections 3.01(o), (p), 106 (q) and (r) hereof and of the Receivables Purchase and Sale Agreement and relating to such consent.

Selling Affiliate means any Affiliate of the Seller which shall have been identified by the Seller to the Agent, and approved by the Agent, in writing as a "Selling Affiliate", provided that each such Affiliate (and, in the case of the Selling Affiliate Receivables Contribution and Sale, Agreement, the Seller) shall have executed and delivered to the Agent a Selling Affiliate Receivables Contribution and Sale Agreement and a Consent and Agreement hereunder and under the Bank Agreement, and shall have furnished to the Agent, in form and substance reasonably satisfactory to the Agent, (i) documents of the type described in Section 3.01 relating to such Affiliate, such Selling Affiliate Receivables Contribution and Sale Agreement, such Consent and Agreement and the Seller and (ii) the consent of the Company to the addition of such Affiliate as a "Selling Affiliate" hereunder and under the Bank Agreement, an agreement substantially similar to the Company/Maxtor Agreement with respect to such Affiliate and its Selling Affiliate Receivables Contribution and Sale Agreement, and documents for the Company of the type described in Sections 3.01 (o), (p), (q) and (r) hereof and of the Bank Agreement and relating to such consent.