Belgian Assets Sellers definition

Belgian Assets Sellers means General Motors Belgium NV and GM Automotive Services Belgium NV, and either of them a “Belgian Assets Seller”.
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Examples of Belgian Assets Sellers in a sentence

  • Except as set forth on Exhibit 4.4(a), the shares held directly or indirectly by the Sellers in the Target Group Companies and the Belgian Assets Sellers are owned free and clear of any Encumbrances and have been properly and validly allotted, issued, fully paid, have not been repaid and, where applicable, are non‑assessable.

  • Except as set forth on Exhibit 4.4(a), there are no outstanding options, warrants rights or any other agreements relating to the sale, issuance or voting of any equity interest of any of the Target Group Companies and Belgian Assets Sellers, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any equity interest of any of the Target Group Companies and Belgian Assets Sellers.

  • In addition, the Parties shall have the right (by mutual consent with both Parties acting reasonably) to convert the Belgian Transactions to a transfer of all the shares of the Belgian Assets Sellers to a Buyer Designee subject to a carve-out of the Belgian Excluded Liabilities from the Belgian Assets Sellers.

Related to Belgian Assets Sellers

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

  • Sale Assets is defined in Section 5.2(a)(ii).

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

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

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • 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.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Receivables Sellers means the Borrower and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.

  • Target Companies means the Company and its Subsidiaries.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Seller Affiliate means any Affiliate of Seller.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

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

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

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

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

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

  • 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.

  • Sellers has the meaning set forth in the preamble.