Operating Seller definition

Operating Seller has the meaning given to that term in the preamble to this Agreement.
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Operating Seller has the meaning ascribed thereto in the preamble. Permitted Liens means (i) liens for Taxes not yet due and payable; (ii) landlord's liens and liens for property Taxes not delinquent; (iii) inchoate materialmens', mechanics', carriers', warehousemen's, landlords', workmen's, repairmen's, employees' or other like Liens arising in the ordinary course of business and for which payment is not overdue; (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and other like laws; (v) restrictions or rights granted to Governmental Authorities under Applicable Law; (vi) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount, or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or materially impair the conduct of the Stations' Business or the operation of the Stations; and (vii) any Liens disclosed in Schedule 3.5 as indicated with a double asterisk.
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Operating Seller shall have the meaning assigned thereto in the Preamble to this Agreement.
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Examples of Operating Seller in a sentence

  • 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.

  • 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.

  • 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 Operating Seller hereby represents and warrants to the Buyer that, and the Non-Operating Sellers hereby warrant to the Buyer that so far as they are aware and except as fairly disclosed to the Buyer, the statements contained in this Article III are correct and complete as of the date of this Agreement, except as set forth in the Schedules hereto.

  • To LIN's Best Knowledge, neither Operating Seller nor License Seller is infringing upon, unlawfully using or otherwise acting adversely to any trademarks, trade names, service marks, service names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person.

  • In addition, the Operating Seller will, from time to time, as necessary, within a reasonable period of time following the Closing, by notice in accordance with the terms of this Agreement, supplement or amend the Schedules, including one or more supplements or amendments to correct any matter which would constitute a breach of any representation, warranty, agreement or covenant contained herein.

  • Promptly upon the furnishing thereof to the shareholders of Tenneco Operating, Seller or of Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

  • Buyer agrees that, with respect to all of the employee benefit programs and arrangements covering or otherwise benefiting any of the Transferred Employees on or after the Closing Date, service with Operating Seller shall be included for purposes of determining any period of eligibility to participate or to vest in benefits under such programs and arrangements (but not for benefit accrual or any other purpose under such programs or arrangements).

  • Attached as Schedule 3.21 are true and complete copies of the unaudited consolidated balance sheets of each of Operating Seller and License Seller for the period from April 1, 2002 through October 31, 2002, and the related consolidated statements of income for such periods.


More Definitions of Operating Seller

Operating Seller has the meaning set forth in the preamble hereto.
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Operating Seller means Pressure Drop Holdings, LLC a Colorado based limited liability company.
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Operating Seller has the meaning set forth in the first paragraph of this Agreement.
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Related to Operating Seller

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Direct seller means a person selling consumer products to individuals for personal or household use and not from a fixed retail location, including selling such product at in-home product demonstrations, parties, and other one-on-one selling.

  • 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.

  • Model 1 seller means a seller registered under the agreement that has selected a certified service provider as the seller's agent to perform all of the seller's sales and use tax functions for agreement sales and use taxes other than the seller's obligation under Section 59-12-124 to remit a tax on the seller's own purchases.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

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

  • Seller has the meaning set forth in the preamble.

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

  • 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.

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

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

  • Model 2 seller means a seller registered under the agreement that:

  • 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.

  • Purchaser means the organization purchasing the goods.

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • 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.

  • 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.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Buyer 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.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • 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