Operating Seller definition
Examples of Operating Seller in a sentence
At the Closing, Operating Buyer shall pay to Operating Seller in cash an amount equal to the Operating Entity Closing Consideration.
Operating Seller is the sole record and beneficial owner of all the issued and outstanding limited liability company interests of First Wind Operating Company, LLC and such limited liability company interests are not subject to any Liens, except for any restriction on sales of securities under Applicable Law.
This Agreement shall become effective when each Buyer, the Company, Operating Seller, Blocker Parent, the Sellers’ Representative and Company Members with a right to receive at least 95% of the Holdco Purchase Price shall have received a counterpart hereof signed by the other Parties hereto.
Neither Operating Seller has been a party to or contributed to a Multiemployer Plan, as defined in Section 3(37) of ERISA, nor engaged in a transaction with respect to any Employee Plan that is subject to ERISA or the Code that could subject the Operating Sellers to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.
Such Allocation Schedule shall be adjusted, as necessary, to reflect any adjustment to the Closing Payment pursuant to Section 2.5. Seller and Buyer will each file an IRS Form 8594 for each Operating Seller, as appropriate, consistent with the Allocation Schedule, as adjusted.
As of the date hereof, each Eclipse Operating Seller hereby waives its right of first offer as described in Section 5.1 of the Limited Liability Company Agreement of Eclipse Operating, dated as of December 7, 2010, as amended.
Neither Operating Seller is a party to or has any obligation under any union Contract, or any obligation (other than under any applicable Legal Requirement) to recognize or deal with any labor union or organization, and there are no such Contracts pertaining to or which determine the terms or conditions of employment of any Employee.
Effective as of the Effective Time, each Eclipse Operating Seller hereby sells, transfers, assigns, and delivers such Eclipse Operating Seller’s right, title, and interest in and to his membership interests in Eclipse Operating to Eclipse I in exchange for $42,500.00.
The Purchase Price shall be allocated (i) to the Evoqua AU Shares, which amount shall be further allocated to the Land Holdings and Goods of the AU Subsidiaries, and (ii) to the MEMCOR® Product Line Assets, which amount shall be further allocated among each Operating Seller holding MEMCOR® Product Line Assets and among the MEMCOR® Product Line Assets held by such Operating Seller, in accordance with this Section 2.08 and Section 1060 of the Code and any analogous non-U.S. Tax provisions (the “Allocation”).
The Operating Seller will use his or its best efforts, and the Non-Operating Sellers will use their reasonable efforts, to take all action and to do all things necessary in order to consummate and make effective this Transaction (including satisfaction, but not waiver, of the closing conditions set forth in Articles VI and VII below).