Seller Affiliate definition
Examples of Seller Affiliate in a sentence
The execution and delivery by the Seller Affiliate of this Agreement, the performance by the Seller Affiliate of its obligations hereunder and the consummation by the Seller Affiliate of the transactions contemplated hereby have been duly and validly authorized by all necessary organizational action with respect to the Seller Affiliate, each such authorization remains in full force and effect and no other corporate proceedings on the part of the Seller Affiliate are necessary therefor.
If, contrary to the expectations of the Parties, one or more employees of Seller Affiliate who are not a Germany Employee (the “Excluded Employees”) transfer to Purchaser Affiliate by virtue of § 613 a BGB, Seller Affiliate is obliged to offer any such Excluded Employees an employment relationship on an individual contractual basis on terms at least equivalent to the Excluded Employees existing terms of employment in effect on the Closing Date.
Purchaser Parent is authorized by the Purchaser Affiliate, with the express consent of the Seller Affiliate, to conduct payment of the Germany Purchase Price pursuant to this Agreement and Seller Parent is authorized by the Seller Affiliate with the express consent of the Purchaser Affiliate, to receive payment of the Germany Purchase Price pursuant to this Agreement.
Seller Affiliate shall use its reasonable endeavors to implement the material change of business and Purchaser Affiliate shall use its reasonable endeavors to support Seller Affiliate in such implementation.
Notwithstanding anything in Section 2.1 of this Agreement to the contrary, Seller Affiliate is not selling, assigning, transferring, conveying or delivering, and Purchaser Affiliate is not purchasing, acquiring or accepting from Seller Affiliate and, for the avoidance of doubt, the Germany Purchased Assets shall not include any of the Excluded Assets.