Buyer Protected Parties definition

Buyer Protected Parties. Section 11.1 "Buyer's General Deductible" Section 11.4(b) "Cause" Section 7.1(b) "Central Agreements" Section 5.13 "Central Garden" Section 5.13 "Central Garden Claims" Section 11.4(a)(i) "Central Garden Deductible" Section 11.4(a)(i) "Change of Control" Section 10.2(g) "Closing" Section 10.1 "Closing Date" Section 10.1 "Code" Section 2.4 "comparable employment" Section 7.1(b) "Consent Decree" Section 5.8 "Contracts" Section 1.1(e) "Controlled Group Members" Section 7.7 "Employee Benefit Plans" Section 3.12 "Employees" Section 3.11 "Employees Acquired Rights Directive" Section 7.8 "Employment Date" Section 7.1(a) "Environmental Claims" Section 3.15(a)(i) "Environmental Laws" Section 3.15(a)(ii) "Equipment" Section 1.1(f) "Estimated Working Capital" Section 2.2(a) "European Employees" Section 7.8 vi 9
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Buyer Protected Parties has the meaning set forth in Section 10.1(a).
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Buyer Protected Parties has the meaning specified in Section 16.1.
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Examples of Buyer Protected Parties in a sentence

  • The Buyer Protected Parties may not recover Damages from Seller in respect of any claim for breach of warranty under Section 16.1(i) unless and until Damages have been incurred, paid or accrued in an aggregate amount greater than USD $10,000.

  • Without derogating from the foregoing, Seller shall indemnify, defend and hold harmless the Buyer Protected Parties, from and against any and all Damages which any of them may suffer, sustain or become subject to, as a result of any claim, action or proceeding by Australian Medical Therapys Investments Pty Limited.

  • No investigation or other examination of VNG by Buyer, its designee or representatives, or of Buyer by Seller, its designee or representatives, shall affect the term of survival of any representation or warranty contained herein or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Buyer Protected Parties or the Seller Protected Parties (collectively, the "Protected Parties") to seek indemnification hereunder.

  • The amount of any and all Losses under this Article 10 shall be determined net of any amounts recovered by the Buyer Protected Parties or the Seller Protected Parties, as the case may be (the "Protected Party"), under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses, which amount recovered shall be offset by the costs of obtaining such recovery.

  • With the exception of the parties to this Agreement and the Seller Protected Parties or Buyer Protected Parties, there exists no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

  • Sxxxxx, xx their designees or representatives, shall affect the term of survival of any representation or warranty contained herein or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Buyer Protected Parties or the Seller Protected Parties, as applicable, to seek indemnification with respect to any of the Surviving Matters (as defined in subsection 9.2(b) hereof).

  • Seller agrees that the foregoing indemnification shall not be impaired by any diligence conducted by or on behalf of any Buyer Protected Parties, including any knowledge of any Buyer Protected Party of any breach of any representation, warranty or covenant before Closing.

  • The Buyer Protected Parties or the Seller Protected Parties, as the case may be, will notify the party against whom indemnification under this Agreement is sought (the "Indemnifying Party"), in writing, of any claim for indemnification, specifying in reasonable detail the nature of the Loss, and, if known, the amount, or an estimate of the amount, of the liability arising therefrom.

  • Newco shall be liable for and shall indemnify and hold Buyer and the Buyer Protected Parties (including, after the Closing, the Hercules Food Gums Entities) harmless from and against Hercules' and Hercules Newco's pro rata share of Property Taxes in excess of the Hercules Estimated Pro Rata Share.

  • The Buyer Protected Parties may make no claim against the Seller for indemnification pursuant to Section 11.1(ii) unless and until the aggregate amount of Losses with respect to such claims exceeds Two Million Dollars * Confidential provision omitted and filed separately with the Securities and Exchange Commission.


More Definitions of Buyer Protected Parties

Buyer Protected Parties. Section 11.1 "Claims" Section 3.14(a)(1) "Closing" Section 10.1 "Closing Date" Section 10.1 "Closing Working Capital" Section 2.2(a) "Code" Section 2.4 "Contracts" Section 1.1(d) "Current Assets" Section 2.2(c) "Deductible" Section 11.4 "Effective Date" First paragraph of Agreement "Employee Benefit Plans" Schedule 2.3(b) "Employees" Section 3.10 "Employment Date" Section 7.1(b) "Environmental Claims" Section 3.14(a)(1) "Environmental Laws" Section 3.14(a)(2) "Equipment" Section 1.1(f) "Excluded Assets" Section 1.2 "Excluded Liabilities" Section 2.3(b) "ERISA" Schedule 2.3(b) "FTC" Section 5.5 "Financial Statements" Section 3.3 "GAAP" Section 3.3 "Hazardous Materials" Section 3.14(a)(3) "HSR" Section 3.17 "Inaccuracy" Section 5.8(a) "Indemnifying Party" Section 11.5 "Intellectual Property" Section 3.19 "Inventory Value" Section 2.2(b) "Justice Department" Section 5.5 "Leases" Section 1.1(f) "Losses" Section 11.1 "Material Adverse Effect" Section 3.1 "ORC Agreement" Section 2.3(a) "Permits" Section 1.1(c) "Permitted Liens" Section 3.6 "Purchase Price" Section 2.1 "Real Property" Section 3.6 "Registrations" Section 1.1(b) "Release" Section 3.14(a)(4) "Seller" First paragraph of Agreement "Seller's Accrued Vacation" Section 7.2(b) "Seller's Defined Contribution Plans" Section 7.2(a)(1) "Seller EPA Agreement" Section 9.4(b)(i) "Seller Protected Parties" Section 11.2 "Taxes" Section 11.8
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Related to Buyer Protected Parties

  • Protected Parties means the following Persons: (a) the Debtors; (b) Reorganized BSA; (c) the Related Non- Debtor Entities; (d) the Local Councils; (e) the Contributing Chartered Organizations; (f) the Settling Insurance Companies, including Hartford; and (g) all of such Persons’ Representatives; provided, however, that no Perpetrator is or shall be a Protected Party. Notwithstanding the foregoing, a Contributing Chartered Organization shall be a Protected Party with respect to Abuse Claims only as set forth in the definition of “Abuse Claim.”

  • British Protected Person means a member of any class of persons declared to be British Protected Persons by Order in Council under the British Nationality Act 1981, or by virtue of the Solomon Islands Act 1978.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Buyer Group has the meaning set forth in Section 15.1.

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

  • Buyer Representatives has the meaning set forth in Section 4(e).

  • Seller Related Parties means Seller, RAR, ROP, the Applicable Parties, any Affiliate of Seller and their respective direct or indirect members, partners, stockholders, officers, directors, employees and agents.

  • Interested Parties means the Administrator, its subsidiaries and its affiliates and each of their respective officers, directors, employees, agents, delegates and associates.

  • Broad-Based Black Economic Empower-ment Act means the Broad-Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

  • Electronic Protected Health Information (EPHI) means Protected Health Information that is transmitted by electronic media or maintained in any medium described in the definition of electronic media at 45 CFR 160.103.

  • Broad-Based Black Economic Empowerment Act means the Broad-Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Electronic Protected Health Information means Protected Health Information that is maintained in or transmitted by electronic media.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Affected Parties means independent firms described in Article 2 that create a multiple employer workplace;

  • Parent Related Parties means, collectively, (i) Parent or Merger Sub; and (ii) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Transaction Parties As defined in Section 5.3(o).

  • Protected Person means: (i) the members of the Board; (ii) the Administrator and its Affiliates; (iii) any Member; (iv) any Officer; or (v) any Person who serves at the request of the Board on behalf of the Company as an officer, director, partner, member, stockholder or employee of any other Person.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.