Specified Sellers definition

Specified Sellers means HCI-DSI Holdings, L.L.C., Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxxx.
Sample 1
Specified Sellers means, collectively, the GBL Sellers, the OD Sellers and Frédéric Jousset.
Sample 1
Specified Sellers means (i) Bluff Point Associates Corp; The XxXxxxxxx/Xxxxxxxx Family Limited Partnership; R. Xxxxxxx X’Xxxxx; Xxxx Xxxxx, Let Xxx and Xxxx Xxxxxx; and (ii) Xxx Xxxxxxxxx and Xxxxx XxXxxxxxxx.
Sample 1

Examples of Specified Sellers in a sentence

  • Subject to the right of Contest, Southern shall at all times comply with all Laws and Governmental Approvals applicable to Southern and/or to the Specified Seller's Resources necessary for Southern to perform its obligations under this Agreement.

  • Notwithstanding the foregoing, either Party may disclose the terms and conditions of this Agreement to any third party providing permanent or construction financing with respect to the Specified Seller's Resources (in the case of Southern) or with respect to other financing obtained by a Party.

  • Southern will use Commercially Reasonable Efforts to arrange for delivery to the alternate delivery point(s); provided, however, that DYPM bears the risk to the extent the delivery arrangements associated with delivery to the Specified Seller's Resources are not adequate to arrange for deliveries to the alternate delivery point(s).

  • Prior to the Effective Date of Service, Southern and DYPM (or its Affiliate(s)) shall enter into an agreement for the supply of Gas by DYPM (or its Affiliate(s)) for use by Specified Seller's Resource(s).

  • If Southern provides notice that it will cover some portion of the Schedule with Replacement Seller's Resources, within [redacted] after receiving such notice by Southern, DYPM shall offer a delivered price (in $/MMBTU) ("Replacement Gas Price") for the amount of Gas (in MMBTU) that would have been required by the Specified Seller's Resources to produce the energy to be served by Replacement Seller's Resources ("Replacement Gas").

  • For any hour in which a Force Majeure Event affecting the Specified Seller's Resources or the facilities up to and at the Interconnection Point(s) is occurring or is continuing, to the extent that such event prevents Southern from delivering Scheduled Energy, Southern shall not be obligated to deliver, and DYPM shall not be entitled to receive, Scheduled Energy.

  • DYPM's Affiliates shall use Commercially Reasonable Efforts to arrange for the delivery to the alternate delivery point(s); provided, however, that Southern bears the risk to the extent the delivery arrangements associated with delivery to Specified Seller's Resources are not adequate for delivering to the alternate delivery point(s).

  • Southern shall perform all of Southern's obligations hereunder relative to Specified Seller's Resources in accordance with Prudent Industry Practices and the terms of this Agreement.

  • The Contract Capacity shall not be subject to adjustment during the Term for any reason, including the performance of the Specified Seller's Resources, and re-designation of the Specified Seller's Resources.

  • On each Business Day, Southern shall inform DYPM before [redacted] of the amount of Contract Energy expected to be available from the Specified Seller's Resources for each hour of the following Day that is a Business Day, and any intervening Day.


More Definitions of Specified Sellers

Specified Sellers means each of the Sellers listed on Schedule 2 attached hereto.
Sample 1
Specified Sellers means [****].
Sample 1
Specified Sellers means, collectively, Mr. Arad Naveh, Manakin Investments B.V. and Euro American II LLP. Except as provided in Section 7.3(c), the fee provided for in this paragraph shall be the sole remedy for Acquiror with respect to any such termination of the Agreement, except that Acquiror shall retain all available rights and remedies (whether under this Agreement or otherwise) in the event of any fraud or willful misconduct.
Sample 1
Specified Sellers means, collectively, the GBL Sellers, the OD Sellers and Xxxxxxxx Xxxxxxx.
Sample 1

Related to Specified Sellers

  • 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 cash and Cash Equivalents, so long as the applicable Credit Party or the applicable Subsidiary receives, in return, cash, Cash Equivalents or other property having a fair market value equal to the fair market value of such Cash Equivalents.

  • 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.

  • 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;

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • 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.

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

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Excluded Transactions means:

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • 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:

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

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

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Proposed Acquisition Transaction means 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 regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of 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 (ii) the total combined voting power of all outstanding shares of voting stock of 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 SpinCo of a customary shareholder rights plan or (ii) issuances by 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 are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Second Closing Date means the date of the Second Closing.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.

  • 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).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).