Target Seller definition
Examples of Target Seller in a sentence
Other than with respect to the rights Seller granted under the powers of attorney on behalf of Target, Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the Interests, including the Transferred Interests.
If the Average Crack Spread Margin for the relevant period is less than or equal to the Crack Spread Target, Seller shall not receive a payment on such Contingent Payment Date.
The property held under lease by the Company and/or its Subsidiary and/orany Target Seller is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company and its Subsidiary.
None of US Target, Seller or any ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to a pension plan (as such term is defined under ERISA Section 3(2)).
Buyer has received all the ------------------------------- information it has requested from Target, Seller and other Persons and has received all the information that it considers necessary or appropriate for deciding whether to consummate the transactions described herein and to accept the shares of Target Stock.
Neither Target nor any of its Affiliates has retained any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement or any of the agreements contemplated hereby or any transaction contemplated hereby or thereby or any transaction of like nature that would be required to be paid by Target, Seller or Purchaser.
Except as set forth on SCHEDULE 4.8, each asset of Target, including without limitation all Equipment, is in good operating condition and repair, subject to ordinary wear and tear, and, to the best knowledge of Target, Seller and Smit▇, ▇▇s been maintained in accordance with the manufacturers' specifications, and each asset is, to the best knowledge of Target, Seller and Smit▇, ▇▇ compliance with all applicable federal and state laws and regulations.
The representations and warranties of Target, Seller and Smit▇ ▇▇▇tained herein shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date.
Except as reflected on SCHEDULE 4.5, all notes receivable and accounts receivable of Target are, and such notes and accounts receivable at the Closing Date will be, (i) bona fide claims against debtors for debts, sales, work performed or other charges, (ii) to the best knowledge of Target, Seller and Smit▇, ▇▇bject to no defenses, set-offs or counterclaims, and (iii) to the best knowledge of Target, Seller and Smit▇, ▇▇llectible.
In the event the parties are unsuccessful in identifying and resolving all remaining issues, with respect to the three (3) Target Seller Resorts, then the existing Contract shall remain in full force and effect, except to the extent modified by the terms of this Amendment, and the parties shall pursue their rights, and be subject to liability, under the terms thereof, as hereby amended.