Asset Selling Corporation definition

Asset Selling Corporation means, individually, Parent, AMS Research Corporation, a Delaware corporation and Ovion Inc., a Delaware corporation (collectively referred to herein as the “Asset Selling Corporations”).
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Asset Selling Corporation means each entity listed on Schedule 1.1(a), and all such entities shall be referred to, collectively, as the “Asset Selling Corporations”.
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Examples of Asset Selling Corporation in a sentence

  • Each Stock Selling Corporation and Asset Selling Corporation is a corporation duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization.

  • Neither Ashland nor any Asset Selling Corporation has received written notice that any Governmental Authorization constituting a Conveyed Asset is not in full force and effect, and no claim or Proceeding is pending, or to the Knowledge of Ashland, threatened to revoke or limit any such Governmental Authorization.

  • The Sparta Township Police Department submitted a letter expressing its concern regarding the vehicular circulation of the Subject Property.

  • Subject only to Permitted Encumbrances and Scheduled Encumbrances, Ashland and each Asset Selling Corporation has good title to or, in the case of leased Tangible Personal Property, Fleet Vehicles Leases or the Leased Real Property set forth on Schedule 5.8(b)(i), valid leasehold interests in, all its material Conveyed Assets (other than Intellectual Property Rights, which are the subject of Section 5.10).

  • The calculation results show that the TAC values using the pricing method for both KA 2726 and KA 2728 were higher than those using the full costing method.

  • Ashland shall deliver to Buyer at the Closing affidavits (the “FIRPTA Affidavits”), duly executed and acknowledged, certifying that Ashland or the relevant Asset Selling Corporation will be exempt from withholding under Section 1445 of the Code and the Treasury Regulations promulgated thereunder with respect to the transactions contemplated by this Agreement.

  • Ashland or the applicable Asset Selling Corporation shall retain or shall cause to be retained all assets and liabilities under each Retained Non-U.S. Ashland Pension Plan and shall make payments to Employees with vested rights thereunder in accordance with the terms of such plan and applicable Law.

  • Xxxxxxxxx, dated June 3, 2005; or (iii) have been developed or acquired by an Asset Selling Corporation or any other Affiliate of Parent for use primarily in stents for transcervical sterilization or stent-like devices for transcervical sterilization (collectively, the “Registered IP”).

  • Except as set forth in Schedule 3.7 of the Disclosure Schedules, an Asset Selling Corporation is the sole and exclusive owner of the Product Registrations and has not granted any material right of reference with respect thereto.

  • None of Buyer or any of its Affiliates shall take any action before or after the Closing that would cause any termination of employment of any Employees that occurs before the Effective Time to constitute a “plant closing” or “mass layoff” or group termination under WARN, or to create any Liability or penalty to Seller, any Entity Selling Corporations, or any Asset Selling Corporation for any employment terminations under applicable Law.

Related to Asset Selling Corporation

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

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

  • Seller has the meaning set forth in the preamble.

  • 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

  • Seller Affiliate means any Affiliate of Seller.

  • Seller Parent has the meaning set forth in the Preamble.

  • Buyer has the meaning set forth in the preamble.

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

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Company Subsidiary means a Subsidiary of the Company.

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

  • the Seller means the person so described in the Order;

  • 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.

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

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

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

  • CSDCC means the China Securities Depository and Clearing Co., Ltd. “CSRC” means the China Securities Regulatory Commission.

  • 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.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • The Purchaser or Corporation means the APMSIDC, the purchasing agency

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • ABI means Anheuser-Busch InBev SA/NV, its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures (excluding Crown, and, prior to the completion of the Transaction, Modelo); and all directors, officers, employees, agents, and representatives of the foregoing. The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is majority (greater than 50 percent) or total ownership or control between the company and any other person.

  • Target Companies means the Company and its Subsidiaries.