Seller Delivered Documents definition

Seller Delivered Documents means this Agreement and each of the other agreements, instruments, and documents to be executed and delivered by Seller pursuant to this Agreement.
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Seller Delivered Documents has the meaning set forth in Section 3.4. “Seller Disclosure Schedule” means the Seller Disclosure Schedule delivered by the Company to Buyer concurrently with the execution of this Agreement. “Seller Fundamental Representations” has the meaning set forth in Section 9.1. “Seller Indemnitees” has the meaning set forth in Section 10.1(b). “Seller Parties” means Sellers and, prior to the Effective Time, the Company. “Sellers” has the meaning set forth in the introductory paragraph hereof. “Services Agreement” means any Contract to which the Company or BCGS is a party pursuant to which services are provided by any Person in connection with the Company Business such as the provision of system, infrastructure, application, custodial, trust or brokerage, clearing or settlement services (other than Plan Sponsor Recordkeeping Agreements, other Contracts with Customers, or Fund Agreements) and which calls for the payments by or on behalf of the Company or BCGS to such Person in excess of $5,000 per annum. “Significant Producer” has the meaning set forth in Section 3.14(c). “Significant Producer Agreement” has the meaning set forth in Section 3.14(c). “Spousal Consents” means the consent of the spouse of each of the Class A Shareholder and Xxxxx, in substantially the form set forth as Exhibit D. “Straddle Period” means any Tax year or period beginning on or before the Closing Date and ending after the Closing Date. “Subsidiary” of any Person means another Person of which more than 50% of the total combined voting power of all classes of stock or other voting interests or Controlling equity interest in the case of a Person that is not a corporation is owned at the time of determination directly or indirectly by such first Person. “Substantially Converted” means conversion of 90% or more of the Buyer’s “retirement advantage” plans (which does not include remitter services or data sharing) from the Buyer’s platform to the Company’s platform such that Buyer clients are able to access their client account information from the website maintained by the Company; provided that a plan shall be deemed converted to the Company’s platform if (i) the plan has not been converted due to delay by the custodian (Matrix/MG Trust) or the recordkeeping platform (FIS Relius), provided that Sellers shall have used best efforts to cause such conversion, or (ii) the plan has been converted and is subsequently “de-converted” by the Buyer. -13- 40733748.21
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Seller Delivered Documents has the meaning set forth in Section 6.2.
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Examples of Seller Delivered Documents in a sentence

  • The "Seller" has full corporate power and authority to enter -------------- -------- into this Agreement and the "Seller" Delivered Documents and to carry out the transactions contemplated herein and therein.

  • This Agreement has been and, upon execution and delivery, each of the Seller Delivered Documents will be duly executed and delivered by the Seller.

  • Seller has the corporate or other applicable organizational power and authority to execute and deliver each Seller Delivered Document and to consummate the transactions contemplated by each of the Seller Delivered Documents and otherwise to comply with and perform Seller’s obligations under each of the Seller Delivered Documents.

  • This Agreement constitutes and, upon execution and delivery, each of the Seller Delivered Documents will constitute valid and binding obligations of the Seller, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.

  • The representations and warranties of the Seller and KDI D/H contained in this Agreement or in the Seller Delivered Documents and the KDI D/H Delivered Documents, respectively, shall be true in all material respects at the Closing Date as though such representations and warranties were made at the Closing Date.

  • Seller has full corporate power and authority to execute and deliver this Agreement and the other Seller Delivered Documents and to consummate the transactions contemplated by this Agreement and the other Seller Delivered Documents and otherwise to comply with and perform Seller’s obligations under this Agreement and the other Seller Delivered Documents.

  • No other action on the part of Buyer or its Affiliates is necessary to authorize the execution and delivery of this Agreement or the other Buyer Delivered Documents by Buyer, the performance by Buyer of its obligations under the Seller Delivered Documents or the consummation by Buyer of the transactions contemplated by this Agreement or the other Buyer Delivered Documents.

  • Such other agreements, documents or instruments to be delivered at the Closing or thereafter by the Seller pursuant to this Agreement or otherwise are collectively referred to as the "Seller Delivered Documents".

  • The execution and delivery by Seller of this Agreement and the other Seller Delivered Documents, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated on its part hereby and thereby have been duly authorized by all requisite corporate action in accordance with the terms of its Governing Documents, including approval from its board of directors and sole stockholder.

  • The Seller shall deliver to the Purchaser a certificate of its secretary certifying the incumbency of the officer(s) executing this Agreement and the Seller Delivered Documents and certifying the due adoption of corporate resolutions of the Seller authorizing and approving the execution, delivery and performance of this Agreement and the Seller Delivered Documents and of all of the transactions contemplated herein and therein.

Related to Seller Delivered Documents

  • Seller Documents has the meaning set forth in Section 3.2.

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Required Documents means those documents identified in Section 2(I) of the Custodial Agreement.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Transfer Documents shall have the meaning set forth in Section 2.1(b).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Specified Documents means, with respect to any Property File, each document listed in the definition of “Property File”.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Repurchase Documents Collectively, this Agreement, the Custodial Agreement, the Fee Letter, the Controlled Account Agreement, all Interest Rate Protection Agreements, the Pledge and Security Agreement, the Guarantee Agreement, all Confirmations, all UCC financing statements, amendments and continuation statements filed pursuant to any other Repurchase Document, and all additional documents, certificates, agreements or instruments executed and delivered by Seller, Pledgor and/or Guarantor in connection with the foregoing Repurchase Documents and any Transaction.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.