Seller Related Agreement definition

Seller Related Agreement means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by Seller or the Company in connection with the transactions contemplated hereby.
Sample 1Sample 2

Examples of Seller Related Agreement in a sentence

  • Upon its execution and delivery by Seller, each Seller Related Agreement will constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

  • No action, suit, proceeding or investigation of any nature is pending or, to such Seller’s knowledge, threatened, against such Seller with respect to such Seller’s execution, delivery and performance of this Agreement or any Seller Related Agreement to which such Seller is to be a party or the consummation of the Transactions.

  • Upon its execution and delivery by Seller, each Seller Related Agreement will constitute the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by Bankruptcy and Equity Principles.

  • Seller and the Company have the absolute and unrestricted, right, power, authority and capacity to enter into and perform his, her or its respective obligations under this Agreement and Seller Related Agreement to which he, she or it is a party.

  • This Agreement and Seller Related Agreement constitute the legal, valid and binding obligation of Seller and the Company, as applicable, enforceable against Seller and the Company, as applicable, in accordance with its (or their respective) terms.

  • The Purchaser Indemnified Parties shall be entitled, but not required, to set-off any amount or right it may be entitled to pursuant to this Agreement (including, without limitation, payments for indemnification obligations), against any amount, right or obligation owed to the Seller under this Agreement or Seller Related Agreement, including but not limited to the Earnout Amounts, as determined in such Purchaser Indemnified Party’s sole discretion.

  • Upon the execution and delivery by or on behalf of Seller of each Seller Related Agreement to which it is a party, such Seller Related Agreement will constitute the legal, valid and binding obligation of Seller, enforceable against Seller, in accordance with its terms, subject to the Bankruptcy and Equity Exception.

  • Upon the execution and delivery by or on behalf of the Seller or the Sole Stockholder of each Seller Related Agreement to which it is a party, such Seller Related Agreement will constitute the legal, valid and binding obligation of the Seller or the Sole Stockholder, as applicable, enforceable against the Seller or the Sole Stockholder, as applicable, in accordance with its terms.

  • For example, carbon blacks or fine particle size clays do not enhance the tensile strength or tear strength since there is no mastication step involved in latex compounds and thus no free radicals are created to interact with reactive sites on the fillers.

  • The Seller has all requisite right, power and authority to enter into and to perform its obligations under this Agreement and any Seller Related Agreement to which it is a party, and the execution, delivery and performance by the Seller of this Agreement and any Seller Related Agreement to which it is a party have been duly authorized by all necessary action on the part of the Seller.

Related to Seller Related Agreement

  • Seller Related Party means the Company and each of its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

  • Seller Related Parties means Seller, RAR, ROP, the Applicable Parties, any Affiliate of Seller and their respective direct or indirect members, partners, stockholders, officers, directors, employees and agents.

  • Related Agreement means any Contract which is or is to be entered into at the Closing or otherwise pursuant to this Agreement. The Related Agreements executed by a specified Person shall be referred to as "such Person's Related Agreements," "its Related Agreements" or another similar expression.

  • 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.

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

  • 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.

  • L/C Related Documents has the meaning specified in Section 2.06(b)(i).

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

  • Ancillary Agreement has the meaning set forth in the Separation Agreement.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Ancillary Document has the meaning assigned to it in Section 9.06(b).

  • Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.

  • Ancillary Agreements means all agreements, certificates and other instruments delivered or given pursuant to this Agreement.

  • Seller has the meaning set forth in the preamble.

  • Seller Documents shall have the meaning set forth in Section 4.2.

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

  • Seller Affiliate means any Affiliate of Seller.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Seller Parent has the meaning set forth in the Preamble.

  • 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.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • Specified Agreement is defined in Section 8.1(e) of the Agreement.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

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

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.