Share Seller definition

Share Seller means, in relation to each of the Companies referred to in column (2) of Part 1 of Schedule 1, the company whose name is set out opposite that Company in column (1);

Share Seller means Glaxo Group Limited, a company incorporated in England and Wales with registered number 00305979;

Share Seller means, in relation to each of the Group Companies referred to in column (2) of Part 1 of Schedule 1, the company whose name is set out opposite that company in column (1) of Part 1 of Schedule 1;

Examples of Share Seller in a sentence

• Accordingly, Buyer acknowledges that neither Seller nor any FH Share Seller, nor any FH Asset Seller nor any of their respective representatives, agents or Affiliates, have made any representation or warranty with respect to such projections and other forecasts and plans.

• Notwithstanding the foregoing, neither Seller nor any FH Share Seller makes any representation or warranty that any such consent or approval shall be obtained either prior to, on or after the Closing Date and neither Seller nor any of its Subsidiaries shall have any Liability to Buyer or any of its Subsidiaries for failure to obtain any consent, approval or amendment required to convey, assign, transfer and deliver to Buyer the Delayed Company Interests.

• Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Buyer shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries) and (b) Seller, the applicable FH Share Seller or one of its Affiliates shall assume all Retained Liabilities of any Transferred FH Companies or their Closing Subsidiaries.

• Except for those entities set forth in Section 3.17 of the Seller’s Disclosure Letter, the fees of which will be paid by Seller, in connection with the transactions contemplated by this Agreement, none of Seller, the Transferred FH Companies or their Closing Subsidiaries will incur, any brokerage, finders’ or similar fee for which Buyer, any FH Share Seller, any FH Asset Seller or the Transferred FH Companies or their Closing Subsidiaries are or will be liable.

• Notwithstanding anything herein to the contrary, Buyer and Seller agree that for purposes of the Purchase Price Allocation and the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.

More Definitions of Share Seller

Share Seller means, in relation to the Shares in Annex 1 (Details Regarding Sellers, Shares, and Purchasers, etc.), the member of the Sellers’ Group whose name is set forth opposite such Shares as Share Seller in Column (2) thereof;

Share Seller means, in relation to each of the Companies and Minority Interest Entities referred to in column (2) of Schedule 1, the company whose name is set out opposite that Company or Minority Interest Entity in column (1);

Share Seller means each of Integrity Delaware Holdco, Inc., a Delaware corporation, and Weatherford U.S., L.P., a Louisiana limited partnership.

Share Seller means each of the entities listed as a seller of Sale Shares in column 1 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

Share Seller means, in relation to the Company, Novartis Pharma AG, as set out in Appendix 1;

Share Seller has the meaning set forth in the initial paragraph of this Agreement.

Share Seller means Bank of America, N.A., or its successors or permitted assigns under the Stock Purchase Agreement.