A Seller definition

A Seller s Officer's Certificate, in the form of Exhibit 1-A hereto, including all attachments thereto;

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A Seller s right to obtain maintenance support pursuant to the terms and conditions of this Agreement shall cease upon the occurrence of an Acquisition Transaction. Licensor shall offer to such Seller the right to obtain maintenance support from Licensor at Licensor's standard rates.

A Seller s "Grossed-up Tax Payment" is equal to the amount such that after: (a) the receipt by such Seller of the Purchase Price applicable to such Seller; (b) the payment by such Seller of all costs of sale applicable to it pursuant to Section 3.1.1(d); (c) in the case of Dill▇▇ ▇▇▇ducts, Inc., Red Creek, Inc. and North Shore Plastics, Inc., the payment by such Seller of all federal and Ohio income (including, for this purpose, interest under Section 453A of the Code) and franchise Taxes and all interest and penalties attributable to such Taxes that arise or are incurred as a result of the transactions contemplated by this Agreement; and; (d) the payment of all Taxes by the Shareholders of such Seller with respect to the aggregate proceeds received by such Shareholders (other than proceeds that are assets that are not being purchased by Purchaser and are listed on Schedule 2.1) upon the distribution of the remaining proceeds to the Shareholders of such Seller in liquidation of such Seller (and for purposes of determining the amount of such Taxes, the liquidation proceeds received by Bonn▇▇ ▇ Corporation One, Inc. or by Bonn▇▇ ▇ ▇orporation Two, Inc. shall be distributed by such corporation to the Bonn▇▇ ▇▇▇T in liquidation of such corporation); the aggregate amount of each of such Seller's Shareholder's net proceeds from the transactions contemplated by this Agreement shall equal: (e) the excess of the Purchase Price applicable to such Seller (net of all costs of sale applicable to it) pursuant to Section 3.1.1(d), over (f) the aggregate amount of Taxes that such Shareholders would have paid on the receipt of their respective shares of such Purchase Price in exchange for the equity interests in such Seller assuming that the transaction had been structured as a sale by such Shareholders of all of their respective equity interests in such Seller to the Purchaser, provided, that in the case of computing the amount of Taxes that the Bonn▇▇ ▇▇▇T would have paid on the receipt of its share of the Purchase Price applicable to The Dill▇▇ ▇▇▇ducts Company, Ltd. or to North Shore Plastics, Inc., the computation of Taxes shall be based on the sale by the Bonn▇▇ ▇▇▇T of all of its shares in Bonn▇▇ ▇ ▇orporation One, Inc. and Bonn▇▇ S Corporation Two, Inc, respectively. It is the intention of the parties that this Section 3.4 be interpreted and applied consistently with the intention of the parties that the amount received by each Shareholder, net of all Taxes, be equal to the...

Examples of A Seller in a sentence

A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld.
A Seller may cure an exception based on absence of a Mortgage Note for a Loan by delivering an executed copy of an Affidavit of Lost Note in the form attached as Annex I to Exhibit D hereto to the Trustee.
Except in the case of Actual Fraud or any inaccuracy or breach of any Fundamental Warranty, the cumulative indemnification obligation of (A) Seller Parent under Section 7.1(a)(i) shall in no event exceed 10% of the Purchase Price and (B) Investor under Section 7.1(b)(i) shall in no event exceed 10% of the Purchase Price.
A Seller shall not be liable for any settlement of any such action effected without the written consent of such Seller but if settled with the written consent of such Seller, such Seller agrees to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss or liability by reason of such settlement.
If, notwithstanding such commercially reasonable efforts and solely as a result of change in Law, the Facility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at the Price for such Energy in accordance with Section 5.1 and (B) any purchases and sales of RECs shall be in accordance with Section 4.1(b).
A Seller shall deliver to Purchaser a report, substantially in the form of Schedule 8 (a “Change Order Report”), describing the economic impact of all Change Orders through the date of such Change Order Report and previously not reported in a Closing Request.
A Seller shall provide written notice of any proposed Substituted Project to Purchaser in the Substitution Report, and Purchaser shall have a period of ten (10) days (the “Substituted Project Review Period”) from receipt of the Substitution Report to confirm that the conditions in Section 2.3 have been met with respect to each such proposed Substituted Project.
A Seller or an Affiliate of the Sellers has a valid leasehold, usufruct or similar interest in the Leased Real Property, free and clear of all Liens except for Permitted Liens or Liens created by or through the Buyer or any of its Affiliates.
A Seller shall revise and update the applicable portion of Schedule 1 to remove such Deficient Projects and Cancelled Projects.
If, notwithstanding such commercially reasonable efforts and solely as a result of change in Law, the Facility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at the Adjusted Price in accordance with Section 5.1 and (B) any purchases and sales of RECs shall be in accordance with Section 4.1(b).

More Definitions of A Seller

A Seller s or landlord's agent owes no duty to conduct an independent inspection of the property for the benefit of the customer and owes no duty to independently verify the accuracy or completeness of any statement made by the client or any independent inspector.

A Seller or any person who is a director of any Group Member, or any person who is connected (as defined in section 839 ICTA) with a Seller or any such director