Specified Seller definition

Specified Seller has the meaning set forth in Section 6.10(b).
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Specified Seller s Warranties” shall mean those Seller’s Warranties contained in Sections 7.2.6 and 7.2.10(a) - (e).
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Specified Seller has the meaning provided in Section 2.3(a).
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Examples of Specified Seller in a sentence

  • Any amount required to be paid by Sellers under this Article X shall be paid from the Escrow Amount; provided, that (x) any amount required to be paid by a Specified Seller in respect of a breach by such Specified Seller of its obligations under Section 7.9 shall be paid by such Specified Seller directly and (y) any amount required to be paid by Bluff Point under Section 7.10 shall be paid by Bluff Point directly, and neither shall be paid from or otherwise reduce the Escrow Amount.

  • None of the Specified Seller Affiliates has any direct or indirect interest in any asset or liability, property or other right used in the conduct of or otherwise related to any business of Seller (including the Business).

  • The amount of such payroll (including taxes, withholdings and other amounts normally and customarily funded at the time of processing payroll) shall be added to Schedule 3.1(d) as a Specified Seller Liability and funded by Purchaser, on behalf of seller, on the Closing Date to Seller’s payroll account.

  • To the extent that Seller generates Energy from the Facility in excess of the Maximum Delivered Contract Energy and such excess generation is not the result of a Specified Seller Fault Event, Seller shall have the right to sell such excess generation (the excess generation that Seller is entitled to sell, the “Inadvertent Imbalance Energy”) for its own account.

  • A key challenge in using vacancy data to identify the impact of software is how to measure the software stock of a firm.

  • After the Closing Date, this Article X shall provide the exclusive remedy for any of the matters addressed herein or other claims arising out of this Agreement, except in the case of (i) any breach of Section 7.9 by a Specified Seller, (ii) any breach of Section 7.10 by Bluff Point, (iii) common law fraud or (iv) with respect to matters for which the remedy of specific performance, injunctive relief or other non-monetary equitable remedies are available.

  • The Specified Seller Parent Representations shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date).

  • Notwithstanding the foregoing, the Excluded Seller Assets shall not include any Specified Seller Asset.

  • FOODSERVICE IP ASSETS" shall mean the Intellectual Property denoted in clause (i), (ii) and (iv) above but excluding any Specified Seller Assets.

  • From and after the Agreement Date, no Seller shall (and each Seller shall ensure that none of such Seller’s Affiliates or Representatives shall) issue or make any press release or public statement regarding this Agreement, the Secondary Share Purchase, the Share Issuance or any of the other Contemplated Transactions, without Purchaser’s prior written consent (except that the Specified Seller may make public statements regarding this Agreement in compliance with Section 4.5(a)(v) and Section 4.5(a)(vii)).


More Definitions of Specified Seller

Specified Seller means MIH B2C Holdings B.V. “Specified Tax Proceeding” means any Legal Proceeding identified on Part 2.14(c) or Part 2.19(a)-1 of the Company Disclosure Schedule (including any appeal with respect to such Legal Proceeding): (a) that was commenced against an Acquired Company by a Taxing Authority and involves the assertion by such Taxing Authority of a failure by such Acquired Company to comply with any Tax Legal Requirement; and (b) for which a reserve has been established on the Most Recent Balance Sheet (as such term is defined in the Share Issuance Agreement) in accordance with IFRS. “Specified Warrant Cancelation Payment Amount” has the meaning assigned to such term in the Share Issuance Agreement. “Stipulated Amount” has the meaning assigned to such term in Section 9.6(e). An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record: (a) an amount of voting securities of or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors or other governing body; or (b) at least 50% of the outstanding equity, voting, beneficial or ownership interests in such Entity. “Tax” includes all forms of taxation and statutory, governmental, supra-governmental, supranational, state, principal, local government or municipal impositions, duties, contributions, charges and levies, whenever imposed, and all penalties, charges, surcharges, costs, expenses and interest relating thereto, including: (a) income, gross receipts, net proceeds, profits, corporation, turnover, excise, real property, personal property (tangible and intangible), stamp duty, sales, use, leasing, license, registration, transfer, franchise, payroll, social security, occupational, premium, employment, unemployment, severance, disability, transfer pricing, value added, escheat, ad valorem, environmental, capital stock, capital duty, estimated, gains, wealth, welfare, and any deductions or withholdings or other similar taxes (including any duty, fee, assessment, impost or other charge in the nature of or in lieu of any tax); (b) all penalties, charges, surcharges, costs, expenses and interest relating thereto; and
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Related to Specified Seller

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of Permitted Investments described in clause (i) of the definition thereof.

  • Specified Swap Agreement any Swap Agreement entered into by the Borrower and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) in respect of interest rates to the extent permitted under Section 7.13.

  • Specified Subsidiaries means any of (i) Intermediate, (ii) Dell, (iii) Denali Finance, (iv) Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree), (v) EMC, (vi) any successors and assigns of any of Intermediate, Dell, Denali Finance, Dell International (until such time as the MD Stockholders and the SLP Stockholders otherwise agree) and EMC, (vii) any other borrowers under the senior secured indebtedness and/or issuer of the debt securities, in each case, incurred or issued to finance the Merger and the transactions contemplated thereby and by the related transactions entered into in connection therewith and (viii) each intermediate entity or Subsidiary between the Corporation and any of the foregoing.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

  • Specified Subsidiary means, at any date of determination (a) any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 9.1 Financials have been delivered were equal to or greater than 10% of the Consolidated Total Assets of the Borrower and the Subsidiaries at such date, or (ii) whose revenues during such Test Period were equal to or greater than 10% of the consolidated revenues of the Borrower and the Subsidiaries for such period, in each case determined in accordance with GAAP, and (c) each other Unrestricted Subsidiary that is the subject of an Event of Default under Section 11.5 and that, when such Subsidiary’s total assets or revenues are aggregated with the total assets or revenues, as applicable, of each other Subsidiary that is the subject of an Event of Default under Section 11.5 would constitute a Specified Subsidiary under clause (b) above.

  • Specified Acquisition means one or more acquisitions of assets or entities or operating lines or divisions in any rolling 12-month period for an aggregate purchase price of not less than $50,000,000.

  • qualified supplier means a supplier that a procuring entity recognises as having satisfied the conditions for participation;

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Specified Party means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Specified Guarantor means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.12).

  • Specified Subordinated Amount Prior to the Stepdown Date, an amount equal to 3.00% of the Cut-off Date Pool Principal Balance. On and after the Stepdown Date, an amount equal to 6.00% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, subject, until the Class Certificate Balance of each Class of LIBOR Certificates has been reduced to zero, to a minimum amount equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that if, on any Distribution Date, a Trigger Event exists, the Specified Subordinated Amount shall not be reduced to the applicable percentage of the then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event no longer exists. When the Class Certificate Balance of each Class of LIBOR Certificates has been reduced to zero, the Specified Subordinated Amount will thereafter equal zero.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Subject Transaction as defined in Section 6.8(d).

  • Excluded Transactions means: