Divestee definition

Divestee means the Person to whom the Divested Business is transferred in the Divestiture.
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Examples of Divestee in a sentence

  • If the Acquired Company or Divestee defaults in the performance of any of its obligations under this Agreement, and if such default is not cured within 10 days after written notice from the non-defaulting party specifying such default, then the non-defaulting party may, at any time thereafter, terminate this Agreement by giving the defaulting party five days prior written notice of such termination.

  • Divestee makes no representations or warranties with respect to the provision of Transition Services pursuant to this Agreement, whether express or implied.

  • This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any Person not a party hereto, except for the rights of and benefits to the Divestee provided herein or in the Special Indemnity Agreement.

  • Additionally, in connection with any Divestiture, Passage Bio shall have the right to bifurcate and assign this Agreement, solely with respect to the applicable Passage Bio Active Product(s) that is the subject of such Divestiture, to the applicable Divestee, with notice to Catalent in accordance with Section 19.2(c) hereof.

  • The members of Divestee and JAKKS Pacific, Inc., a Delaware corporation ("JAKKS"), have entered into a Stock Purchase Agreement dated as of September 22, 1999 (the "Purchase Agreement") pursuant to which JAKKS has purchased all of the outstanding capital stock of the Acquired Company from the members of Divestee.

  • In either such case, this Agreement shall terminate on the last day of the month containing the date which is, (a) in the case of a termination by Divestee, 60 days following the giving of such notice, or (b) in the case of a termination by the Acquired Company, 30 days following the giving of such notice, or the last day of such later month as is specified in such notice.

  • Divestee shall calculate the Gross Sales for each month during the Term and each month subsequent thereto and provide the Acquired Company with a monthly report setting forth the Gross Sales for such month.

  • JAKKS is obligated for the payment and performance of each and every obligation of the Acquired Company hereunder as fully as if any such obligation was directly owing to Divestee by JAKKS, without setoff, recoupment, counterclaim or defense, and Divestee need not seek to obtain payment or performance by the Acquired Company before exercising its rights to payment and performance by JAKKS.

  • Divestee shall be entitled to obtain Transition Services from a third party if (a) it does so for its other operations during the Term and (b) it will not result in a material change in the level and type of Transition Services provided.

  • Except as otherwise provided in this Agreement, Divestee agrees to provide to the Acquired Company, during the Term (as defined in Section 5.1 below), such Transition Services as the Acquired Company may reasonably request from time to time.

Related to Divestee

  • Customer Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

  • 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.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Seller Affiliate means any Affiliate of Seller.

  • Covered Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).