Selling Affiliates definition

Selling Affiliates means together the Asset Selling Affiliates and the Stock Selling Affiliates.

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Selling Affiliates means all of the Affiliates of Seller that own or hold other rights to any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates shall have the meaning set forth in Section 2.1(a) hereof.

Examples of Selling Affiliates in a sentence

• Buyer acknowledges that Seller and the Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction.

• Seller has all requisite corporate power and authority to enter into this Agreement, and Seller and each of the Selling Affiliates has all requisite corporate power and authority to enter into the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby.

• All corporate acts and other proceedings required to be taken by Seller and each of the Selling Affiliates to authorize the execution, delivery and performance of this Agreement and the Other Transaction Documents to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby have been duly and properly taken.

• 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.

• To the knowledge of Seller, as of the date of this Agreement, none of Seller or the Selling Affiliates is a party or subject to or in default under any material judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal applicable to the Product or any material Acquired Asset.

More Definitions of Selling Affiliates

Selling Affiliates means the entities listed on Exhibit D.

Selling Affiliates means all of the Affiliates of Seller that own any Transferred Assets or have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means all of the Affiliates of Seller (excluding, after the consummation of the J&J/Synthes Merger, Synthes and its subsidiaries) that have any right, title or interest in, to or under any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.

Selling Affiliates means each Affiliate of Seller identified in Exhibit A.

Selling Affiliates means one or more direct or indirect, wholly-owned subsidiaries of the Seller that the Seller, subject to and in accordance with the provisions of this Agreement, will cause to sell the Acquired Assets, the names of which are set forth on Schedule 1.1(g); provided, however, that if (a) the Buyer’s offer to acquire the French Assets is not accepted by the French Selling Affiliate or this Agreement is terminated in accordance with Section 11.4, the Selling Affiliates will be deemed not to include the French Selling Affiliate for purposes of the purchase and sale provisions, representations and warranties, covenants and indemnification obligations of the Seller set forth in this Agreement or (b) the Buyer elects, in accordance with the terms of the applicable Local Market Agreement, to terminate the operations of the Business within a Probationary Jurisdiction, the Selling Affiliates will be deemed not to include the applicable Subject Selling Affiliate for purposes of the purchase and sale provisions, representations and warranties, covenants and indemnification obligations of the Seller set forth in this Agreement;

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

Selling Affiliates has the meaning set forth in Section 6.1(c)(i).