Seller and Company Signing Reps means the representations and warranties of the Seller and the Company contained in Sections 4.1 (Organization and Standing) and 4.2 (Authorization; Binding Agreement).
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).
Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.
Sellers has the meaning set forth in the preamble.
Transferred Entities means the entities set forth on Schedule 1.9.
Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Seller has the meaning set forth in the Preamble.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
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.
Selling Parties shall have the meaning specified in the preamble.
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
Settling Parties means, collectively, Plaintiffs, all Settlement Class Members, and Defendants.
Seller’s Broker means Xxxxxx Xxxxxxx of Xxxxxxx and Wakefiled.
Buyer’s Representatives has the meaning set forth in Section 6.02.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Judicial Branch Entities means any California superior or appellate court, the Judicial Council of California, and the Habeas Corpus Resource Center.
Target Companies means the Target and its Subsidiaries.
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
Acquired Entities means the Company and the Acquired Subsidiaries.