Divesting Entities definition

Divesting Entities means, collectively, all Affiliates of Seller that have any right, title or interest in, to or under the Purchased Assets.
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Divesting Entities means Seller, Erytech Inc., and all other Affiliates of Seller that, as of immediately prior to the Closing, have any right, title or interest in, to or under any Transferred Assets.
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Divesting Entities means, collectively, all Affiliates of Seller that have any right, title or interest in, to or under the Purchased Assets or the Licensed Know-How.
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Examples of Divesting Entities in a sentence

  • Other than the Divesting Entities, no Affiliate of Seller has any right, title or interest in, to or under the Purchased Assets.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller, the Divesting Entities and the Indemnified Parties, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

  • The Purchased Assets comprise all of the material rights, properties and assets owned, operated or controlled by Seller and the Divesting Entities related to the Business, and neither Seller nor any Divesting Entity owns, operates or controls any material rights, properties or assets related to the Business that do not constitute Purchased Assets.

  • Nothing in this Agreement, express or implied, is intended to confer upon any Person other than Purchaser, Seller and the Divesting Entities, or their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

  • Except as set forth on Section 4.10 of the Disclosure Schedule, Seller and Divesting Entities (a) own, lease or have the legal right to use all of the Purchased Assets, and (b) have good title to all the Purchased Assets (other than those Purchased Assets that are licensed) free and clear of all Liens, except for Permitted Liens.

  • The Transferred Contracts constitute all of the material Contracts owned or controlled by Seller and the Divesting Entities related to the Business, and neither Seller nor any Divesting Entity is party to any material Contract related to the Business that does not constitute a Transferred Contract.

  • No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Seller or any of the Divesting Entities.

  • The Divesting Entities hold all material licenses, franchises, permits, certificates, consents approvals, filings, registrations, exemptions, classifications, variances or other similar authorizations, documents or rights issued by applicable Governmental Authorities necessary for the lawful conduct of the Product Business or Manufacture of the Products for Exploitation in the applicable Territory (each, a “Permit” and collectively, the “Permits”).

  • No Material Customer has any right to any credit or refund for units for Product Supplied or services rendered or to be rendered by the Divesting Entities as part of the Product Business other than pursuant to normal course credit or refund policies of the Divesting Entities with regard to the Product Business.

  • Seller is not entering into this Agreement and the Divesting Entities are not consummating the Acquisition with the intent to defraud, delay or hinder any Divesting Entity’s creditors.


More Definitions of Divesting Entities

Divesting Entities means, collectively, all Affiliates of Seller that have any right, title or interest in, to or under the Purchased Assets. “Environmental Laws” shall mean all Laws related to the protection of the environment or human health and safety or the release, presence
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Divesting Entities means, collectively, the J&J Divesting Entities and the Pfizer Divesting Entities.
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Related to Divesting Entities

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

  • Operating Entity means an entity that operates and controls a portion of the bulk transmission system with the goal of ensuring reliable energy interchange between generators, loads, and other operating entities.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Competing Entity means any entity or person that is engaged, directly or indirectly, in a Competitive Business.

  • Participating Entity Any Subcontractor or Subservicer which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; provided, further, for the purposes of the third paragraph of Section 7.04(c), that a “Participating Entity” shall be determined without respect to any threshold limitations in Instruction 2. to Item 1122 of Regulation AB. Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

  • Reporting Entity means the Constituent Entity that, by virtue of domestic law in its jurisdiction of tax residence, files the CbC Report in its capacity to do so on behalf of the MNE Group;

  • holding entity means a person that is controlled by an individual;

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Operating Companies means, collectively, the Creekside Operating Company, the Mentone Operating Company and the Yucaipa Operating Company. “Operating Company” means any of the Operating Companies.

  • Partnership Group means the Partnership and its Subsidiaries treated as a single consolidated entity.

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

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

  • Contracting entity means any person that has a primary business purpose of contracting with participating providers for the delivery of health care services.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

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

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Operating Partnership has the meaning set forth in the preamble.

  • Implementing Entity means the [Implementing Entity] that is the party to this Agreement and the recipient of the Grant;

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”