Asset Selling Affiliates definition

Asset Selling Affiliates means all of the Affiliates of Seller that own or hold the rights to any Transferred Assets or that have obligations or liabilities in respect of any Assumed Liabilities.
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Asset Selling Affiliates means those entities listed in Section 1.1(e) of the Seller Disclosure Schedule.
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Asset Selling Affiliates means those entities listed in Schedule 15.25, being those Affiliates of Seller who own Purchased Assets;
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Examples of Asset Selling Affiliates in a sentence

  • Buyer hereby waives compliance by Seller and the Asset Selling Affiliates with the provisions of any bulk sale or bulk transfer Laws or similar Laws of any jurisdiction in connection with the Transactions; provided that the foregoing acknowledgement and waiver shall not be deemed to limit, waive, or otherwise modify the representations and warranties of Seller as set forth in Article III of this Agreement.

  • Buyer acknowledges that Seller and the Asset Selling Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer Laws or similar Laws of any jurisdiction.

  • Except as disclosed in Schedule 10.11(a) the Sold Entities, the JV Majority Participations and, to the extent relating to the Business, the Asset Selling Affiliates (i) have not received a written notice from any Governmental Authority or to Seller’s Knowledge, any other Person during the twelve (12) months preceding the Signing Date that they are in default under or in violation of applicable Laws and (ii) are and have been in compliance in all material respects with all applicable Laws.

  • Pursuant to the terms and subject to the conditions set out in this Agreement, at Completion, the Seller will, and will procure the relevant Asset Selling Affiliates to, sell, convey, assign and transfer to the Purchaser, and the Purchaser will purchase, acquire and accept the Transferred Assets, free from all Encumbrances, other than Permitted Encumbrances.

  • Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not purchase, and the Seller and the Asset Selling Affiliates shall not transfer, pursuant to this Agreement or any of the Transactions, the Seller’s or any of its Affiliates’ right, title, obligation or interest in any asset that is not a Transferred Asset.

  • At Completion, the Purchaser shall assume the Assumed Liabilities and shall satisfy and discharge when due the liabilities and obligations of the Seller and the Asset Selling Affiliates in respect of the Assumed Liabilities.

  • Purchaser undertakes to, with effect from the Closing Date, assume (übernehmen) and discharge (befreien), without any limitation as set forth in this Agreement, Seller and the Asset Selling Affiliates from, and perform and fulfil (erfüllen), any of the Assumed Liabilities and shall hold harmless and indemnify Seller and the Asset Selling Affiliates from any Losses resulting from Assumed Liabilities.

  • For purposes of the payments to made pursuant to Section 3.1, the Purchaser and the Seller agree that the Completion Purchase Price shall be allocated among the Asset Selling Affiliates, Crown Packaging Manufacturing UK Limited and the Share Selling Affiliates in accordance with the principles set out in Appendix 4 (the “ Allocation Schedule”).

  • The German Seller shall and shall procure that the respective German Transferred Entities and the German Asset Selling Affiliates initiate the relevant works council and economic committee information process within 15 Business Days following the date of the Agreement and shall use its reasonable endeavours in accordance with applicable laws to finalize such information process promptly and diligently.

  • The information disclosed by or on behalf of the Alphasem Group Companies or the Asset Selling Affiliates to Kulicke in the Disclosed Documents does not omit to state any facts which, if disclosed to Kulicke, would change in any material respect the contents or scope of the information disclosed in the Disclosed Documents by the Alphasem Group Companies or the Asset Selling Affiliates.


More Definitions of Asset Selling Affiliates

Asset Selling Affiliates means Seller and each Selling Affiliate set forth on Section 12.01(j) of the Disclosure Schedule (other than Timken Europe (II) B.V. and Timken (Gibraltar) 2 Limited).
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Asset Selling Affiliates shall have the meaning as set forth in preamble (D) of the Agreement.
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Related to Asset Selling Affiliates

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

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

  • Acquired Entities means the Company and the Company Subsidiaries.

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

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

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

  • Seller Affiliate means any Affiliate of Seller.

  • 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 Company and its Subsidiaries.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

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

  • Group Companies means the Company and its Subsidiaries.

  • Company Entities means the Company and the Company Subsidiaries.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

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

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

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

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

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

  • Company Business means the business of the Company and its Subsidiaries as presently conducted.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.