Selling Corporations definition

Selling Corporations means (a) Seller, (b) the Asset Selling Corporations and (c) the Entity Selling Corporations (it being understood that the Transferred Entities are not Selling Corporations).
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Selling Corporations means those entities set forth in Section 1.01 of the Disclosure Schedules.
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Selling Corporations shall have the meaning set forth in Section 4.1.1.
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Examples of Selling Corporations in a sentence

  • In the memorandum, E&Y recognized that “[a]fter the restructuring, all Selling Corporations will continue to make sales, establish payment terms, issue invoices and credit memos, and resolve charge-back disputes as they currently do,” but that KFR would not have the ability to service and collect on the accounts receivable.

  • The Selling Corporations shall have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement and the Ancillary Agreements to be complied with and performed by any Selling Corporation at or before the Closing.

  • Seller has full power and authority to enter into this Agreement and each of the Selling Corporations has full power and authority to enter into the Ancillary Agreements to which it is to be a party and to perform its obligations hereunder and thereunder (as the case may be).

  • For all Tax purposes, Seller and Buyer shall treat, and shall cause their respective Affiliates to treat, all indemnity payments under this Agreement, and all amounts paid by one party to another party under Section 2.1(i)(ii), 2.3, 2.4, 8.9, 8.10, 9.8(e) and 12.9, as adjustments to the Purchase Price received by Seller (for itself and as agent for the other Selling Corporations) to the extent permitted under applicable Tax Law.

  • Upon completion of a direct rollover of a Transferred -68- Employee’s account balances, as described in this Section 8.11, Buyer or a Buyer Corporation and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to past service of such Transferred Employee and none of Seller, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any Liability whatsoever with respect to such benefits.

  • None of Buyer or any of its Affiliates shall take any action before or after the Closing that would cause any termination of employment of any Employees that occurs before the Effective Time to constitute a “plant closing” or “mass layoff” or group termination under WARN, or to create any Liability or penalty to Seller, any Entity Selling Corporations, or any Asset Selling Corporation for any employment terminations under applicable Law.

  • The parties acknowledge that the transfer of the portions of the Business conducted by Seller and the Asset Selling Corporations in the European Union (“EU”) and certain other countries constitutes a transfer of business within the meaning of EU Council Directive 2001/23/EC, the national Laws implementing the same or any similar Laws applicable in non-EU jurisdictions, and each Employee with respect to such portions of the Business shall be referred to herein as a “European Employee”.

  • Buyer and the Buyer Corporations shall ensure that all such records are used only in connection with the employment of such Transferred Employee and shall keep such employment records confidential, and shall indemnify and hold harmless Seller and the Asset Selling Corporations from and against any statutory, common Law or other claims that arise from the use of such employment records other than for employment, compensation or termination- related purposes.

  • This Agreement has been and the Ancillary Agreements to which the Selling Corporations are to be a party will be by Closing duly authorized and approved by all necessary corporate action.

  • Subject to Section 2.1(g) and any leasehold interest, and assuming valid execution of the Business Transfer Documents and the delivery of the Transferred Assets from the Selling Corporations to Buyer and the Buyer Corporations, Buyer and its Affiliates shall own all the rights, title and interest in any to such Transferred Assets, free and clear of all Encumbrances, other than Permitted Encumbrances.


More Definitions of Selling Corporations

Selling Corporations. GUARANTEE INSURANCE RESOURCES, INC. By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------- Xxxxxxx X. Xxxxxxxx, President XXXXXXXX CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------- Xxxxxxx X. Xxxxxxxx, President SIGNATURE PAGE OF AGREEMENT
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Related to Selling Corporations

  • Participating Corporation means any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.

  • BCI means the Bureau of Criminal Identification, and is the designated state agency of the Division of Criminal Investigation and Technical Services Division, within the Department of Public Safety, responsible to maintain criminal records in the State of Utah.

  • MergerSub has the meaning set forth in the Preamble.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

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

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Seller has the meaning set forth in the Preamble.

  • Amalgamating Corporations means both of them;

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

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

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

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

  • CSDCC means the China Securities Depository and Clearing Co., Ltd. “CSRC” means the China Securities Regulatory Commission.

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

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Acquiring Corporation means (i) the continuing or surviving person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or plan of exchange in which Issuer is the continuing or surviving or acquiring person, and (iv) the transferee of all or a substantial part of Issuer's assets or deposits (or the assets or deposits of the Issuer Subsidiary).

  • SFC means the Securities and Futures Commission of Hong Kong;

  • Buyer has the meaning set forth in the preamble.

  • 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.

  • PBI means Pitney Xxxxx Inc. “Pitney Xxxxx” means PBI and its subsidiaries. “We”, “our” or “us” refers to the Pitney Xxxxx companies with whom you’ve entered into the Order. “You” or “your” refers to the entity identified on the Order. “Meter” means any postage meter supplied by PBI under the Order, including (i) in the case of a Connect+®, a SendPro® P series or a SendPro C series mailing system, the postal security device that accounts for and enables postage to be purchased and printed (“PSD”), and (ii) in the case of all other mailing systems, the PSD, the user interface or keyboard and display and the print engine. “Meter Services” means access to the PSD to download, account for, and enable printing of postage within a PBI Postage Evidencing System as defined in Title 39, Part 501 of the Code of Federal Regulations (“CFR”); USPS mandated processes associated with the PSD, including registration, usage reporting and withdrawal; repair or replacement of the PSD as described in Section 26; and the Soft- Guard Program outlined in Section 28. “Equipment” means the equipment listed on the Order, excluding any Meter or standalone software. “Lease” means Lease terms and conditions set out in Sections 10 through 17. The provisions included in these Terms consist of: (i) General Terms; (ii) Lease Terms; (iii) a Service Level Agreement; (iv) Equipment Rental and Meter Services Terms; (v) an Acknowledgement of Deposit required by the United States Postal Service in any transaction involving a Meter; (vi) Purchase Power® Terms for a limited purpose credit line that may be available to you; and (vii) provisions relating to specific products.

  • ESMF means the Recipient’s framework, setting out the rules, guidelines and procedures to assess environmental and social impacts of the Project’s activities, and measures to reduce, mitigate or offset adverse social and environmental impacts and enhance positive impacts of said activities including public consultation, institutional arrangements for the implementation, monitoring and supervision of said measures, as the ESMF may be amended from time to time with the prior written approval of the Association.

  • Affiliated group of corporations means an affiliated group as defined in section 1504 of the Internal Revenue Code, except that, if such a group includes at least one incumbent local exchange carrier that is primarily engaged in the business of providing local exchange telephone service in this state, the affiliated group shall not include any incumbent local exchange carrier that would otherwise be included in the group.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Merger Sub has the meaning set forth in the Preamble.

  • The Purchaser or Corporation means the APMSIDC, the purchasing agency