GS Purchaser definition

GS Purchaser means (a) each GS Initial Purchaser and (b) each Other GS Purchaser.
Sample 1Sample 2
GS Purchaser means (i) each GS Initial Purchaser, (ii) each other affiliated investment entity and/or other affiliate of Xxxxxxx Xxxxx & Co. LLC, (iii) each fund, investment entity or institutional account that is managed or sponsored by Xxxxxxx Sachs & Co. LLC or its affiliates, in the case of each of the foregoing clauses (ii) and (iii), to the extent such Person is or becomes a Beneficial Owner of Notes or to which any Notes (or beneficial interests therein) are transferred or assigned.
Sample 1Sample 2
GS Purchaser has the meaning specified in the Note Purchase Agreement.
Sample 1

Examples of GS Purchaser in a sentence

  • In no event shall the GS Purchaser be liable to the other Purchasers or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising out of its actions or omissions to act.

  • The GS Purchaser shall not be liable to any other Purchaser for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise under the Transaction Agreements.

  • GSAM is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and serves as the investment adviser to each of the GS Purchasers, and as such may be deemed to beneficially own the ELLH shares beneficially held by each GS Purchaser.

  • GS Purchaser hereby represents that it shall have no more than 1,000 SPV Investors at the time of the Initial Closing or at any time thereafter.

  • With respect to the GS Purchaser, the GS Purchaser shall have sold SPV Investor Interests with gross proceeds of at least the Minimum Amount.

  • Notwithstanding the fact that the consent of the GS Purchaser is required for the taking of any action hereunder, each Purchaser agrees that nothing in the Transaction Agreements or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the GS Purchaser, its equityholders or its Affiliates, on the one hand, and any other Purchaser, its equityholders or its Affiliates, on the other.

  • None of (i) any representation or warranty of the Company contained in this Agreement, as qualified by the Schedule of Exceptions, (ii) any certificate furnished or to be furnished to the Purchasers at the Initial Closing or (iii) the statements describing the Company in the private placement memoranda prepared by the GS Purchaser and provided to the Company for review (the “GS PPMs”), contains any untrue statement of a material fact.

  • Describe effect of the project on the town water supply and distribution system.

  • Xxxxx, (b) if to the GS Purchaser, with a copy to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; Fax: (000) 000-0000; Attention: Xxxxxxxx X.

  • In no event will any GS Purchaser be required to be purchase Committed Notes in in excess of its Allocated Amount.

Related to GS Purchaser

  • 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;

  • 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.

  • Purchaser means the organization purchasing the goods.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Buyer has the meaning set forth in the preamble.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Parties shall have the meaning specified in the preamble.

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • 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.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

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

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

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

  • Seller has the meaning set forth in the preamble.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Investor is defined in the preamble to this Agreement.

  • Purchasers is defined in Section 12.3.1.

  • Purchaser/ User means ultimate recipient of goods and services

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.