Remaining Sellers definition

Remaining Sellers has the meaning set forth in Section 6.3.
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Remaining Sellers means the Sellers other than the Warrantors;
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Remaining Sellers means all of the Sellers except E▇ ▇▇▇▇.
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Examples of Remaining Sellers in a sentence

  • Prior to the Initial Closing Date or any Subsequent Closing Date, as the case may be, the Buyer will provide to the Required Sellers or the Remaining Sellers, as the case may be, to the extent possible, an appropriate certificate of no tax due from each applicable taxing authority.

  • Except as otherwise provided expressly herein, after the Initial Closing and prior to the last Subsequent Closing neither the Buyer nor any Remaining Seller shall enter into any amendment to or termination of the Joint Ownership Agreement (including billing practices thereunder) without the prior written consent of each of the Remaining Sellers and the Buyer.

  • The Remaining Purchasers and the Remaining Sellers each acknowledge, stipulate and agree that delivery of an executed copy of this Amendment via facsimile or electronic transmission shall be valid, binding and enforceable against the Remaining Purchasers and the Remaining Sellers, respectively, to the same extent as an original bearing its signature, and no original thereof shall be required as a condition of its validity or enforceability.

  • The Seller Representative shall act as the representative of the Sellers with respect to any act or decision to be taken or made by Sellers hereunder, and the Buyer shall be entitled conclusively to rely upon any action taken by the Seller Representative as an action of all the Sellers or the Remaining Sellers as applicable, including without limitation as the action of Sellers or Remaining Sellers under Sections 2.04, 2.08 and 2.09 and under Articles VI and VIII.

  • Subject to the Closing and Section 30.2 (Permitted Business Operations), Seller shall not, and shall procure that (i) the Remaining Seller's Group, (ii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇ as well as (iii) any entity or foundation over which ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇▇▇▇▇ (jointly) have controlling influence (beherrschender Einfluss) within the meaning of Section 17 para.

  • If the Seller Representative fail to make an objection to the Income Statement or to Parent’s calculation of the Additional Consideration during this sixty (60) day period, the Seller Representative, on behalf of the Remaining Sellers, will be deemed to have accepted the calculation of EBITDA and the amount of Additional Consideration.

  • In addition, in the event of any failure by Purchaser to comply with this Section 25.3, Purchaser shall be liable to Seller for any additional damage incurred by Seller or any other member of the Remaining Seller's Group as a result of such failure.

  • Each of the Remaining Sellers warrants severally and individually to the Purchaser that each of the statements set out in schedule 4 will at on exchange and thereafter at all times up to and including Completion be true and accurate in respect of him/her/itself.

  • After the Closing Date, unless permitted under the License Agreement, Purchaser shall procure that neither it nor any of its Affiliates or any Target Company will use, or permit any third party to use, any name, trade name, trademark, Internet domain name or logo of the Remaining Seller's Group ("Seller's Marks") or any other name or mark confusingly similar thereto or indicating that the Seller or any of its Affiliates, including any Target Company, is part of the Remaining Seller's Group.

  • Each of the Remaining Sellers has the full power and authority to enter into and perform each of the Transaction Documents to which it is a party and each of the Transaction Documents constitutes or will, when executed, constitute binding obligations on him/her/it in accordance with their terms, subject to any principles of equity or insolvency law.


More Definitions of Remaining Sellers

Remaining Sellers has the meaning set forth in Section 6.3 "Remediate" or "Remediation" means any or all of the following activities to the extent required to address the presence or Release of Hazardous Substances: (a) monitoring, investigation, assessment, treatment, cleanup containment, removal, mitigation, response or restoration work as well as obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such activity; (b) preparing and implementing any plans or studies for any such activity; (c) obtaining a written notice from a Governmental Authority with competent jurisdiction under Environmental Laws or a written opinion of a Licensed Environmental Professional (as defined in C.G.S. (S) 22a - 133v) as contemplated by the relevant Environmental Laws and in lieu of a written notice from a Governmental Authority, that no material additional work is required; and (d) any other activities reasonably determined by a party to be necessary or appropriate or required under Environmental Laws. "Representative" means, as to any Person, such Person's Affiliates and its and their directors, trustees, officers, employees, agents, consultants, advisors (including, without limitation, financial advisors, counsel and accountants). "Requested Rulings" has the meaning set forth in Section 5.22. "Required Assets" has the meaning set forth in Section 6.3. "Required Nuclear Expenditure" means a capital expenditure that is (a) required in order to satisfy an order from the NRC, (b) required in order to preclude, forestall, or satisfy any form of NRC enforcement action (including, without limiting the generality of the foregoing, a so-called "confirmatory action letter"), or (c) necessary in order to cause the Facilities to meet NRC regulations. Notwithstanding the foregoing, in no event shall capital expenditures for the repair or replacement of existing equipment, or to remedy the Sellers' past non-compliance with laws, be considered Required Nuclear Expenditures. -113-
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Related to Remaining Sellers