Asset Selling Entities definition

Asset Selling Entities means Seller and each of its Affiliates (if any) that hold (or, in the case of a Transferred Asset that is a Contract, is a party to or is otherwise bound by) a Transferred Asset or employs any of the Business Employees.
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Asset Selling Entities means Seller and/or one or more of its Subsidiaries that holds Transferred Assets.
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Asset Selling Entities means the U.S. Asset Selling Entities and the International Asset Selling Entities.
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Examples of Asset Selling Entities in a sentence

  • Seller hereby disclaims any other express or implied representations or warranties with respect to the Conveyed Companies, the Asset Selling Entities, any of their respective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities.

  • The representations and warranties made by Seller in this Article III are the exclusive representations and warranties made by Seller with respect to the Conveyed Companies, the Asset Selling Entities, the Business, the Purchased Assets and the Assumed Liabilities.

  • Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, as of the Put Date and the Signing Date, the applicable Acquired Company or one or more of the Asset Selling Entities has good and valid title to, a valid leasehold interest in or valid licenses or rights to use the tangible Transferred Assets, free and clear of Liens (other than Permitted Liens).

  • Seller and its Affiliates have obtained each Permit of the Asset Selling Entities and the Conveyed Companies necessary for the conduct of the Business as it is currently conducted, except where the failure to possess any such Permit would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole.

  • The transfer of the Purchased Assets and Assumed Liabilities of the U.S. Asset Selling Entities will be effected pursuant to an assignment, assumption and xxxx of sale in substantially the form of Exhibit H (the “General Assignment and Assumption Agreement”).

  • Seller and the Asset Selling Entities have all Permits that are required for the operation of the Business and the ownership and use of the Transferred Assets, in each case as conducted or owned and used by Seller and the Asset Selling Entities on the date hereof (the “Business Permits”), except where the failure to possess such Business Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • None of the Conveyed Companies is a party to any Contract, and none of the Asset Selling Entities nor any Conveyed Company is a party to any Assumed Contract, in each case, with Seller or any Affiliate of Seller other than a Conveyed Company, except as will be terminated prior to Closing or is otherwise terminable at will without any material Liability to any party thereto.

  • All accounts payable of the Asset Selling Entities included within the Assumed Liabilities which are required by GAAP to be reflected in the Business Financial Statements are reflected therein.

  • All Asset Selling Entities Inventory has been recorded at the lower of cost or market value in accordance with GAAP on a consistent basis.

  • For the avoidance of doubt, the Parties shall respect the Allocation agreed upon pursuant to this Section 2.10 with respect to the Purchased Assets sold by the Asset Selling Entities that are organized in the People’s Republic of China and for the sale of Equity Interests of the Chinese Entities and in no event shall the Parties adjust the Allocation with respect to such Purchased Assets or Equity Interests.


More Definitions of Asset Selling Entities

Asset Selling Entities means Seller and each of its Affiliates that hold (or in the case of a Transferred Asset that is a contract, is a party to or is otherwise bound by) a Transferred Asset or that employs any Business Employees.
Sample 1
Asset Selling Entities shall have the meaning set forth in the recitals hereto.
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Asset Selling Entities means, collectively, those entities set forth in Section 1.1(b) and Section 1.1(ss)(ii) of the Seller Disclosure Schedule that will sell, transfer and assign the Purchased Assets (other than the Purchased Equity) and Assumed Liabilities to Purchaser (or a Designated Affiliate) pursuant to this Agreement.
Sample 1
Asset Selling Entities shall have the meaning assigned to such term in the first recital hereto.
Sample 1

Related to Asset Selling Entities

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

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Target Companies means the Target and its Subsidiaries.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Acquired Assets has the meaning set forth in Section 2.1.

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

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

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Seller Affiliate means any Affiliate of Seller.

  • Company Entities means the Company and its Subsidiaries.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • Sellers has the meaning set forth in the preamble.

  • Seller has the meaning set forth in the Preamble.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.