Carve-Out Buyer definition

Carve-Out Buyer has the meaning set forth in Section 2.4(b). “Carve-Out Buyer Post-Closing Adjustment PP Payment Claim” has the meaning set forth in Section 2.4(c). “Carve-Out Employees” means all employees and independent contractors of the Company transferred to a RemainCo pursuant to any Carve-Out Asset Agreement or pursuant to Section 6.8(a) hereof. “Carve-Out Entities ” has the meaning set forth in the Recitals. “Carve-Out Items” means all assets, liabilities and Contracts sold, assumed or otherwise transferred under any Carve-Out SPA or Carve-Out Asset Agreement. “Carve-Out Shares” has the meaning set forth in the Recitals. “Carve-Out SPA Closing” has the meaning set forth in Section 6.1(a). “Carve-Out SPAs” has the meaning set forth in Section 6.1(a).
Sample 1
Carve-Out Buyer means VHA-UHC Alliance Holdco, LLC.
Sample 1

Examples of Carve-Out Buyer in a sentence

  • Nothing contained in this Agreement shall give Parent or the Carve-Out Buyer, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time.

  • None of the representations, warranties or covenants of the Company or any of its Subsidiaries shall be deemed to apply to, or deemed breached or violated by, any of the transactions contemplated by, or required by Parent or Carve-Out Buyer pursuant to, this Section 7.13.

  • Each of Parent, Merger Sub and the Carve-Out Buyer acknowledges and agrees that it has not relied on any representation, warranty or other statement by any person on behalf of the Company or any of its Subsidiaries, other than the representations and warranties of the Company expressly contained in this Article III and that all other representations and warranties are specifically disclaimed.

  • The parties acknowledge and agree that the assertion as to whether there has occurred a Material Adverse Effect (A) pursuant to clause (1) of the definition thereof shall be made solely by Carve-Out Buyer (and not by Parent or Merger Sub) and (B) pursuant to clause (2) of the definition thereof shall be made solely by Parent (and not by Carve-out Buyer).

  • In so far as the judgment of the Supreme Court in the case of Railway Board Representing the Union of India (supra) relied upon by Dr. Sathe, is concerned, the issue before the Supreme Court was whether the railway employees could have held a meeting in the railway premises or not.

  • Between the date of this Agreement and the Closing, the Company shall permit Carve-Out Buyer to hire an internationally recognized accounting firm (the “Accountants”) to be mutually agreed to by the Company and the Carve-out Buyer (it being agreed that Ernst & Young LLP are acceptable to both the Company and Carve-out Buyer), to conduct an audit of the Carve-out Financial Statements.

Related to Carve-Out Buyer

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • Buyer has the meaning set forth in the preamble.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Purchaser/ User means ultimate recipient of goods and services

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Sellers has the meaning set forth in the preamble.

  • Purchaser means the organization purchasing the goods.

  • Buyers has the meaning set forth in the preamble.

  • Seller has the meaning set forth in the preamble.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Generating Market Buyer means an Internal Market Buyer that is a Load Serving Entity that owns or has contractual rights to the output of generation resources capable of serving the Market Buyer’s load in the PJM Region, or of selling energy or related services in the PJM Interchange Energy Market or elsewhere. Generation Capacity Resource:

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Model 4 seller means a seller that is registered under the agreement and is not a model 1 seller, model 2 seller, or model 3 seller.

  • Second Closing has the meaning set forth in Section 2.2.