Asset Selling Entity definition

Asset Selling Entity means Seller and each Affiliate thereof that owns Purchased Assets, including those listed as such on Schedule 1.1(a) of the Seller Disclosure Letter, and all such entities shall be referred to collectively as the “Asset Selling Entities.”
Sample 1Sample 2Sample 3
Asset Selling Entity means each entity listed as such on Schedule 1.1(a) of the Seller Disclosure Letter, and all such entities shall be referred to collectively as the “Asset Selling Entities.”
Sample 1Sample 2Sample 3
Asset Selling Entity means each entity listed as such on Schedule 1.01(a), Schedule 1.01(b) or Schedule 1.01(c). All such entities shall be referred to collectively as the “Asset Selling Entities.” To the extent any of the Other Business Assets, any of the Transferred IP or the Transferred Contract identified on Schedule 1.01(a), Schedule 1.01(b) or Schedule 1.01(c), as applicable, as being owned or held by a given Asset Selling Entity are transferred to another entity prior to being transferred to the Company at the Closing or in the Asset Transfer, as applicable, such other entity shall be treated as an Asset Selling Entity for purposes of Sections 2.01, 2.02, 2.03, 2.04, 3.02, 3.03, 3.06, 3.16, 3.24, 5.02 and 5.03 as if such entity were an Asset Selling Entity on the date of this Agreement.
Sample 1Sample 2

Examples of Asset Selling Entity in a sentence

  • None of the BP Asset Selling Entity or the Purchased Subsidiaries has committed any act, and there has been no omission, which would result in, and there has been no occurrence which could reasonably be expected to give rise to, any material liability or liability for breach of warranty (whether covered by insurance or not) on the part of any of the BP Asset Selling Entity or the Purchased Subsidiaries, with respect to services or products sold prior to the Closing.

  • Each of BPI, the BP Asset Selling Entity and the Purchased Subsidiaries has previously delivered to Intcomex complete and correct copies of its certificate of incorporation and bylaws or articles of organization and operating agreement (or equivalent organizational documents with different names), as the case may be, as presently in effect.

  • Notwithstanding anything in this Agreement to the contrary, this Agreement will not constitute an agreement by the BP Asset Selling Entity to assign any of the Company Agreements, or any claim or right or any benefit arising thereunder or resulting therefrom (collectively, the “Non-Assignable Contracts”) if an attempted assignment thereof, without the consent of a third Person, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Intcomex thereunder.

  • The BP Balance Sheet reflects adequate reserves (in accordance with GAAP) for warranty claims and other damages in connection with any service rendered or product sold by any of the BP Asset Selling Entity or the Purchased Subsidiaries on or prior to the BP Balance Sheet Date.

  • Except as described in Schedule 3.15, since December 31, 2006, no warranty or similar claims have been made against any of the BP Asset Selling Entity or the Purchased Subsidiaries in connection with the Business or the Business Assets.

  • Each Asset Selling Entity and each Conveyed Company is in compliance with all of the terms and requirements of each such Permit, except as would not, individually or in the aggregate, be reasonably expected to be material to the Business, the Conveyed Companies and the Purchased Assets, taken as a whole.

  • To the BP Parties’ Knowledge, none of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of $50,000 is subject to any defense, setoff or counterclaim by such account debtor other than returns in the ordinary course of their business and subject to the recorded allowance for collection losses shown on the BP Balance Sheet Date.

  • Purchaser shall have received a properly executed affidavit pursuant to Section 897 of the Code certifying that each Conveyed Company is not a United States real property holding corporation and that each Asset Selling Entity is either not a foreign person, as defined in Section 1445(f)(3) of the Code, or that none of the Purchased Assets sold by an Asset Selling Entity is a U.S. real property interest, as defined in Section 897(c) of the Code.

  • Except as set forth on Schedule 3.22 hereto, there are no outstanding loans, leases or other Contracts between any of the BP Asset Selling Entity or the Purchased Subsidiaries, on the one hand, and any Insider, on the other hand, that have occurred since January 1, 2006 other than compensation and benefits paid to employees of the Business in the ordinary course of business.

  • There are no controversies pending or, to the Knowledge of any of the BP Parties, threatened, between any of the BP Asset Selling Entity or the Purchased Subsidiaries, on the one hand, and any labor union or other collective bargaining unit representing any such Business employees, on the other hand.


More Definitions of Asset Selling Entity

Asset Selling Entity means each Subsidiary of Seller that is selling, conveying, assigning, transferring and delivering Purchased Assets to Buyer, with each such entity listed as such on Section 1.1(c) of the Seller Disclosure Letter, and all such entities shall be referred to collectively as the “Asset Selling Entities”.
Sample 1Sample 2
Asset Selling Entity means each entity listed as such on Schedule 1.1(a), and all such entities shall be referred to, collectively, as the “Asset Selling Entities”.
Sample 1
Asset Selling Entity has the meaning set forth in the Recitals.
Sample 1

Related to Asset Selling Entity

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

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

  • Filing entity means the reporting entity that is required to file a financial

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

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

  • Seller Affiliate means any Affiliate of Seller.

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • 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.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Target Companies means the Target and its Subsidiaries.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Seller has the meaning set forth in the Preamble.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • the Seller means the person so described in the Order;

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.