Selling Affiliate definition

Selling Affiliate means each Affiliate of the Seller identified in Section 1(a)(i) of the Seller Disclosure Schedule.
Sample 1Sample 2Sample 3
Selling Affiliate means each Affiliate of Seller that owns right, title and interest to any of the Acquired Assets or the Purchased Company’s Equity Interests or is liable for any of the Assumed Liabilities, in each case immediately prior to the Closing.
Sample 1Sample 2
Selling Affiliate means each Affiliate of Seller that owns right, title and interest to any of the Acquired Assets or is liable for any of the Assumed Liabilities, in each case immediately prior to the Closing.
Sample 1Sample 2

Examples of Selling Affiliate in a sentence

  • There are no Contracts to which the Share Selling Affiliate or any other Person, is a party or bound with respect to the voting (including voting trusts or proxies) of the Shares.

  • The Purchaser hereby waives compliance by the Seller and/or the Share Selling Affiliate with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

  • The Share Selling Affiliate is the sole record holder and beneficial owner of all of the Shares, free and clear of all Encumbrances, in the respective amounts set forth in Section 3.4(a) of the Seller Disclosure Schedule.

  • Each Selling Affiliate is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

  • If any transfer or assignment by Seller or any Selling Affiliate to, or any assumption by Purchaser of, any interest in, or liability, obligation or commitment under, any asset (including any Contract or Permit), or any claim, right or benefit requires the consent of a third party, then such transfer or assumption shall be made subject to such consent being obtained.

  • Seller shall have executed and delivered to Purchaser the Other Transaction Documents to which Seller is a party and each Selling Affiliate shall have executed and delivered to Purchaser the Other Transaction Documents to which such Selling Affiliate is specified to be a party.

  • None of Seller or any Selling Affiliate has received during the two (2) years prior to the date hereof any written communication from a Governmental Entity that alleges that Seller or any Selling Affiliate is in violation of any Applicable Laws except for any such violations that, individually or in the aggregate; would not be reasonably likely to have a Material Adverse Effect.

  • Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser and its Designated Affiliates are assuming only the Assumed Liabilities and are not assuming any other Liability of the Seller or any Selling Affiliate of whatever nature, whether presently in existence or arising hereafter.

  • Selling Affiliates, and Seller or the applicable Selling Affiliate has complied in all material respects with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect.

  • In no event shall Purchaser use any BMS Names, addresses or telephone numbers after the Closing in any manner or for any purpose different from the use of such BMS Names, addresses or telephone numbers by the Seller or any Selling Affiliate with respect to the Product, the Acquired Assets or the conduct of the Business during the 90-day period preceding the Closing.


More Definitions of Selling Affiliate

Selling Affiliate shall have the meaning set forth in Section 4.1.
Sample 1Sample 2
Selling Affiliate means any Affiliate of the Seller which shall have been identified by the Seller to the Agent, and approved by the Agent, in writing as a "Selling Affiliate", provided that each such Affiliate (and, in the case of the Selling Affiliate Receivables Contribution and Sale, Agreement, the Seller) shall have executed and delivered to the Agent a Selling Affiliate Receivables Contribution and Sale Agreement and a Consent and Agreement hereunder and under the Bank Agreement, and shall have furnished to the Agent, in form and substance reasonably satisfactory to the Agent, (i) documents of the type described in Section 3.01 relating to such Affiliate, such Selling Affiliate Receivables Contribution and Sale Agreement, such Consent and Agreement and the Seller and (ii) the consent of the Company to the addition of such Affiliate as a "Selling Affiliate" hereunder and under the Bank Agreement, an agreement substantially similar to the Company/Maxtor Agreement with respect to such Affiliate and its Selling Affiliate Receivables Contribution and Sale Agreement, and documents for the Company of the type described in Sections 3.01 (o), (p), (q) and (r) hereof and of the Bank Agreement and relating to such consent.
Sample 1
Selling Affiliate means any Affiliate of the Seller which shall have been identified by the Seller to the Agent, and approved by the Agent, in writing as a "Selling Affiliate", provided that each such Affiliate (and, in the case of the Selling Affiliate Receivables Contribution and Sale Agreement, the Seller) shall have executed and delivered to the Agent a Selling Affiliate Receivables Contribution and Sale Agreement and a Consent and Agreement hereunder and under the Receivables Purchase and Sale Agreement, and shall have furnished to the Agent, in form and substance reasonably satisfactory to the Agent, (i) documents of the type described in Section 3.01 relating to such Affiliate, such Selling Affiliate Receivables Contribution and Sale Agreement, such Consent and Agreement and the Seller and (ii) the consent of the Company to the addition of such Affiliate as a "Selling Affiliate" hereunder and under the Receivables Purchase and Sale Agreement, an agreement substantially similar to the Company/Maxtor Agreement with respect to such Affiliate and its Selling Affiliate Receivables Contribution and Sale Agreement, and documents for the Company of the type described in Sections 3.01(o), (p), 106 (q) and (r) hereof and of the Receivables Purchase and Sale Agreement and relating to such consent.
Sample 1
Selling Affiliate or "Selling Affiliates" shall have the meaning ascribed thereto in the first recital of this Agreement.
Sample 1
Selling Affiliate means each Affiliate of BMS that owns or holds any right, title or interest in, to or under any Collaboration Asset or any Acquired Asset, including the Affiliates of BMS identified in Exhibit 1.1.8.
Sample 1

Related to Selling Affiliate

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

  • Seller Affiliate means any Affiliate of Seller.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • 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.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Group Business Entity means;

  • Target Companies means the Company and its Subsidiaries.

  • Company Subsidiary means a Subsidiary of the Company.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.