Selling Subs definition

Selling Subs means the direct or indirect subsidiaries of the Seller listed on Schedule 9.1.
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Selling Subs have the meanings set forth in the Preamble.
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Examples of Selling Subs in a sentence

  • Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, at the Closing the Seller and each of the Selling Subs will sell, assign, transfer, convey and deliver, as the case may be, to the Purchaser and the Purchasing Subs the Acquired Assets, and the Acquired Assets and the assets held by the Domestic Transferred Subs will be free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.

  • Subject to the limits set forth in this Article VIII, Purchaser agrees to indemnify, defend and hold Seller, the Selling Subs and their respective officers, directors and Affiliates, harmless from and in respect of any and all Losses that they may incur arising out of or due to any failure on the part of the Purchaser or the Purchasing Subs to perform and discharge the Assumed Liabilities and their other liabilities.

  • Upon the entry of the Section 363/365 Order and, if applicable, the Confirmation Order, the Seller and the Selling Subs will sell, transfer and assign to the Purchaser a valid leasehold interest with respect to each of the Real Property Leases which is a lease (as opposed to a sublease) and a valid subleasehold interest with respect to each of the Real Property Leases which is a sublease, in each case, free and clear of all liens, claims, encumbrances and security interests other than Permitted Exceptions.

  • Schedule 1.1(b)(vi)(B) identifies instruments through which the Seller and the Selling Subs derive their leasehold interest in the Real Property Leases (including all amendments thereto).

  • Subject to the terms and conditions of this Agreement, Seller and the Selling Subs shall, and shall cause each Transferred Entity and each Investment Entity to, use reasonable best efforts to preserve the Business intact, to preserve the goodwill of clients, customers, employees and others having business relations with such Transferred Entity or Investment Entity in all material respects.

  • In furtherance and not in limitation of the foregoing, Seller and the Selling Subs shall, and shall cause such Transferred Entity or Investment Entity to, use their reasonable best efforts to obtain any Required Third Party Consents, in accordance with the plan agreed upon by Purchaser and Seller.

  • Selling Parent shall take all further action that is advisable or necessary to authorize Selling Sub's execution, delivery, and performance of this Agreement.

  • McKim ----------------------------- Name: Title: President Exhibit A FORM OF BILL OF SALE AND ASSIGNMENT TXXX BILL OF SALE AND ASSIGNMENT, made, executed and dxxxxered this [o] day of [o], 2002 (the "Closing Date"), by Safety-Kleen Services, Inc., a Delaware corporation (the "Company"), and [Names of Selling Subs] (each a "Seller", and together, the "Sellers") to Clean Harbors, Inc., a Massachusetts corporation (the "Purchaser").

  • Purchaser and Selling Parent shall use their best efforts to agree on a final closing balance sheet (the "Final Closing Balance Sheet") for the Selling Sub as of the Closing Date and an income statement for the Selling Sub's history of operation through the Closing Date, within 30 days after the Closing Date, that is prepared on the same basis as the Initial Closing Balance Sheet and reflects any adjustments apparent after the Closing Date.

  • Selling Parent shall provide Purchaser and its independent accountants with full and contemporaneous access to Selling Sub's work papers and shall consult with Purchaser as it prepares the Initial and Final Closing Balance Sheets.

Related to Selling Subs

  • Selling Parties shall have the meaning specified in the preamble.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Sellers has the meaning set forth in the preamble.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Purchasers is defined in Section 12.3.1.

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Buyer has the meaning set forth in the preamble.

  • Selling Partner has the meaning set forth in Section 8.5.

  • 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.

  • Purchaser means the organization purchasing the goods.

  • Seller has the meaning set forth in the Preamble.

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

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

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • Purchaser/ User means ultimate recipient of goods and services

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.