Examples of Seller Parties in a sentence
Notwithstanding anything to the contrary herein, the Seller Parties shall have continued access to all Transferred Books and Records as is necessary to administer the Bankruptcy Cases and the Seller Parties may retain copies of such Transferred Books and Records, as necessary or appropriate in connection with such purpose.
From and after the Closing Date until the earlier of (x) sixty (60) days following Closing or (y) ten (10) days prior to the hearing to confirm or confirmation of, a Chapter 11 Plan for Seller Parties, the Seller Parties and Buyer may (but shall have no obligation to) mutually agree to seek authorization from the Bankruptcy Court pursuant to section 365 of the Bankruptcy Code to assume and assign a Contract that was not identified as an Assumed Contract as of Closing.
Upon a Final Order determining any Cure Costs regarding any Disputed Contract after the Closing (and prior to the earlier of date that is six (6) months following the Closing Date or confirmation of a Chapter 11 Plan for the Seller Parties), Buyer shall have the option to (x) pay the Cure Cost with respect to such Disputed Contract and assume the Disputed Contract as a Transferred Contract or (y) designate the Disputed Contract as an Excluded Contract and shall not be responsible for the Cure Cost.
Buyer acknowledges that the Seller Parties will not comply with the provisions of any bulk transfer Laws or similar Laws (including under any Tax Laws) of any jurisdiction in connection with the Transactions and hereby waives all claims related to the noncompliance therewith.
To the Knowledge of Seller, the Business Intellectual Property and the Business Technology, as used in the operation of the Business, and the operation of the Business by the Seller Parties and the Transferred Entities does not infringe upon or misappropriate the Intellectual Property of any third party in a manner that would reasonably be expected to be material to the Business taken as a whole.