Asset Contributors definition

Asset Contributors has the meaning given such term in Section 5.2(a).
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Asset Contributors has the meaning specified in the first recital of this Agreement.
Sample 1
Asset Contributors is defined in the fifth WHEREAS clause.
Sample 1

Examples of Asset Contributors in a sentence

  • At the Closing, the Asset Contributors, the Equity Contributors or the Contributors’ Representatives, as applicable, shall have delivered or caused to be delivered to the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings, and the MLP, the GP, Intermediate GP, Intermediate Holdings or Holdings shall have delivered or caused to be delivered to the Asset Contributors, the Equity Contributors or the Contributors’ Representatives, as applicable, the Transaction Documents.

  • Neither such Asset Contributor nor any of its Affiliates has employed any broker, finder or other person or incurred any liability on behalf of the Asset Contributors for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement.

  • Laredo acknowledges that the inability of the Company to distribute, transfer or assign the Excluded Assets for any reason shall not delay Closing and any Excluded Asset that the Company is unable to so distribute, transfer or assign by the Closing shall be referred to as a “Non-Transferred Excluded Asset.” Regardless whether any Excluded Asset is a Non-Transferred Excluded Asset, Contributors hereby assume all Liabilities related to all Excluded Assets.

  • Consistent with the foregoing (subject to the exceptions described in the preceding sentence and Section 7.2(b)), Seller shall cause the Company Group and the Asset Contributors (solely with respect to the Contributed Assets) to use commercially reasonable efforts to preserve the goodwill of the suppliers, customers, Governmental Bodies and others having business relations with them.

  • Axia never held legal or beneficial title to any of the assets contemplated under the Trust Agreements and, at all times, the assets contemplated under the Trust Agreements – to the extent they existed as represented in the Trust Agreements – remained in the custody and control of the Asset Contributors.

  • Each of the Asset Contributors has the requisite corporate, limited liability company, unlimited liability company or other entity power and authority, as the case may be, to own or lease and to operate and use the Contributed Assets and to carry on the Business as now conducted by it except where the failure to have such power and authority would not have a Material Adverse Effect.

  • Buyer acknowledges that none of Seller, the Selling Entities, any Company, any Company Subsidiary, any Asset Contributor or any other Person has made any representation or warranty, express or implied, as to the financial projections, forecasts, cost estimates and other predictions relating to the Companies, the Company Subsidiary or the Asset Contributors delivered or made available to Buyer.

  • The project challenges current business practices which may require the management personnel to change their current way of thinking.

  • Notwithstanding anything to the contrary contained in this Agreement, all of the assets and properties of Seller and the other Asset Contributors other than the Contributed Assets (the “Excluded Assets”) shall be retained and shall not be conveyed hereunder.

  • The members of the Company Group and the Asset Contributors, as it relates to the Business, are in compliance in all material respects with all Data Laws.

Related to Asset Contributors

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

  • Export-controlled items means items subject to the Export Administration Regulations (EAR) (15 CFR parts 730-774) or the International Traffic in Arms Regulations [(ITAR)] (22 CFR parts 120-130). The term includes—

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

  • Seller Affiliate means any Affiliate of Seller.

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

  • 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.

  • Contributors means any organization(s), entity(ies) and/or individual(s) providing technology and/or patent rights related to the ATCC Material, or original material to ATCC for deposit.

  • Target Companies means the Company and its Subsidiaries.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Transferred Entities means the entities set forth on Schedule 1.5.

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

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

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Sub-Contractors means those persons furnishing labor or materials for the Project pursuant to the Sub- Contracts.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

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

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Harbour Master means the ABP Harbour Master or Dock Master for the Port (as appropriate) or their authorised representative;

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

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

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

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.