Original Asset Purchase Agreement Ancillary Documents definition

Original Asset Purchase Agreement Ancillary Documents means the documents set forth in Section 1.1(a) of the Perrigo Disclosure Schedule.
Sample 1

Examples of Original Asset Purchase Agreement Ancillary Documents in a sentence

  • Other than the Transaction Documents, the Original Asset Purchase Agreement and the Original Asset Purchase Agreement Ancillary Documents, there is no contract, agreement or other arrangement (whether written or oral) to which Perrigo or any of its Affiliates is a party that (i) creates a Lien on the Assigned Interests or (ii) was entered into in connection with the Original Asset Purchase Agreement.

  • In the case of any breach by Biogen Idec referred to in the second sentence of Section 5.9(c), Buyer shall consult with Perrigo regarding the timing, manner and conduct of any enforcement by Buyer of Biogen Idec's obligations under the Original Asset Purchase Agreement or any of the Original Asset Purchase Agreement Ancillary Documents.

  • Promptly (and in any event within five Business Days) after Perrigo becomes aware of, or comes to believe in good faith that there has been, a material breach of the Original Asset Purchase Agreement or any of the Original Asset Purchase Agreement Ancillary Documents by Biogen Idec, Perrigo shall provide written notice of such breach to Buyer.

  • In the case of any breach by Biogen Idec referred to in the second sentence of Section 5.9(a), Perrigo shall consult with Buyer regarding the timing, manner and conduct of any enforcement by Perrigo of Biogen Idec's obligations under the Original Asset Purchase Agreement or any of the Original Asset Purchase Agreement Ancillary Documents.

  • Perrigo has made available to Buyer in the Dataroom true, correct and complete copies of the Original Asset Purchase Agreement Ancillary Documents.

  • Promptly (and in any event within five Business Days) after Buyer becomes aware of, or comes to believe in good faith that there has been, a material breach of the Original Asset Purchase Agreement or any of the Original Asset Purchase Agreement Ancillary Documents by Biogen Idec, Buyer shall provide written notice of such breach to Perrigo.

Related to Original Asset Purchase Agreement Ancillary Documents

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

  • Receivables Purchase Agreement means the Receivables Purchase Agreement dated as of October 1, 2007, between the Issuer, the Depositor and the Receivables Seller, as the same may be amended, modified or supplemented from time to time.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Master Repurchase Agreement means the Master Repurchase Agreement of even date herewith between the Trust and Bear, Xxxxxxx & Co. Inc. as it may from time to time be amended.

  • Receivables Purchase Documents means those documents entered into in connection with any series of receivables purchase or sale agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer to SPCs all of their respective rights, title and interest in and to certain receivables for further sale or transfer to other purchasers of or investors in such assets (and the other documents, instruments and agreements executed in connection therewith), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 I], dated as of February 3, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Ancillary Agreements means the Assignment and Assumption Agreement, the Transfer Instruments, the Transition Services Agreement and any other agreements, documents, instruments and certificates that are to be delivered by any Party or its Affiliates or entered into between or among the Parties or any of their respective Affiliates, in each case, pursuant to this Agreement.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.