Selling Persons definition

Selling Persons is defined in the introduction to this Agreement.

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Selling Persons has means the applicable entity and/or the owners of the applicable entity which are entitled to receive the Net Proceeds in connection with an Exit Event.

Selling Persons means, collectively, the Seller, any of its Affiliates or the Seller’s (or any such Affiliate’s) licensees or sublicensees (excluding wholesalers and distributors) (and each, individually, a “Selling Person”).

Examples of Selling Persons in a sentence

• Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason.

• Alvogen shall, and shall cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”).

• Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

• Sellers and the Selling Persons acknowledge and agree that the restrictive covenants and remedies set forth in this Section 6.1 are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of Buyer and its Affiliates (including, after the Closing, the Business).

• Sellers and the Selling Persons represent to Buyer that each is willing and able to engage in businesses that are not restricted pursuant to this Section 6.1 and that enforcement of the restrictive covenants set forth in this Section 6.1 will not be unduly burdensome to Sellers or the Selling Persons.

• Sellers and the Selling Persons acknowledge that their agreement to the restrictive covenants set forth in this Section 6.1 is a material inducement and condition to Buyer’s willingness to enter into this Agreement and the other Buyer Documents, to consummate the transactions contemplated hereby and thereby and to perform Buyer’s obligations hereunder and thereunder.

• The execution, delivery and performance by Sellers and the Selling Persons of each Seller Document has been duly authorized by all necessary action on the part of Sellers and the Selling Persons.

• Seller and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Seller and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).

• Sellers and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Sellers and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).

• This Agreement and the other Seller Documents have been duly executed and delivered by Sellers and the Selling Persons.

More Definitions of Selling Persons

Selling Persons has the meaning set forth in the Preamble. “Single Employer Plan” has the meaning set forth in Section 4.19(c). “Software” has the meaning set forth in the definition of Intellectual Property. “Statement of Objections” has the meaning set forth in Section 2.07(b)(ii). “Tangible Personal Property” has the meaning set forth in Section 2.01(f). “Target Working Capital” means $500,000. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Territory” means the continental United States and its territorial waters and 200nm offshore Exclusive Economic Zone. “Third-Party Claim” has the meaning set forth in Section 8.05(a). “Trade Secrets” has the meaning set forth in the definition of Intellectual Property.