Selling Affiliate definition

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

  • Each Selling Affiliate is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

  • Metron shall be responsible for transmitting to the appropriate Metron Selling Affiliate any such commissions allocable to such of Metron’s Affiliates.

  • Seller shall have executed and delivered to Purchaser the Other Transaction Documents to which Seller is a party and each Selling Affiliate shall have executed and delivered to Purchaser the Other Transaction Documents to which such Selling Affiliate is specified to be a party.

  • If any transfer or assignment by Seller or any Selling Affiliate to, or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset (including any Contract or Permit), or any claim, right or benefit requires the consent of a third party, then such transfer or assumption shall be made subject to such consent being obtained.

  • The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule.

  • The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due.

  • All Transferred Permits are validly held by Seller or the Selling Affiliates, and Seller or the applicable Selling Affiliate has complied in all material respects with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect.

  • Neither the Acquired Company nor the Share Selling Affiliate is required under the Laws of its jurisdiction of organization to file for bankruptcy, insolvency or dissolution.

  • There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares.

  • Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser and its Designated Affiliates are assuming only the Assumed Liabilities and are not assuming any other Liability of the Seller or any Selling Affiliate of whatever nature, whether presently in existence or arising hereafter.


More Definitions of Selling Affiliate

Selling Affiliate shall have the meaning set forth in Section 4.1.
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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.
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Selling Affiliate or "Selling Affiliates" shall have the meaning ascribed thereto in the first recital of this Agreement.
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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.
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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.
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Related to Selling Affiliate

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

  • Seller Affiliate means any Affiliate of Seller.

  • Trading Affiliate has the meaning set forth in Section 3.2(h).

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Controlled Affiliate means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Group Business Entity means;

  • Target Companies means the Company and its Subsidiaries.

  • Company Subsidiary means any Subsidiary of the Company.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.