Buyer Released Claims definition

Buyer Released Claims has the meaning set forth in Section 7.13(b).

Buyer Released Claims has the meaning set forth in Section 6.02(a).

Buyer Released Claims has the meaning set forth in Section 11.16(b).

Examples of Buyer Released Claims in a sentence

• From and after Closing, Buyer agrees not to, and to cause the Buyer Related Persons not to, assert any Proceeding against Contributor or any of Contributor Related Persons with respect to the Buyer Released Claims.

• The Buyer Released Claims include claims for contribution or other rights of recovery arising out of or relating to any Environmental Law (whether now or hereinafter in effect), including the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., or to any Hazardous Substances, claims for breach of contract, breach of representation or warranty, negligent misrepresentation and all other claims for breach of duty.

• Security Deposit / Performance Bank Guarantee shall be forfeited and Bank guarantee shall be encashed.

• Each Seller further agrees not to file or bring any claim, suit, action, complaint or arbitration with respect to any Buyer Released Claim and each Seller agrees to indemnify, defend and hold harmless the Buyer Released Parties from any Buyer Released Claims brought by either Seller, Sellers’ Affiliates or any of their respective directors, officers, employees, agents, consultants or representatives.

• Buyer further agrees not to file or bring any claim, suit, action, complaint or arbitration with respect to any Buyer Released Claim and Buyer agrees to indemnify, defend and hold harmless the Buyer Released Parties from any Buyer Released Claims brought by Buyer, its Affiliates (including the Companies) or its and their respective successor or assigns.

More Definitions of Buyer Released Claims

Buyer Released Claims shall have the meaning given to such term in Section 11.09(a).

Buyer Released Claims shall have the meaning set forth in Section 5.16(a).

Buyer Released Claims is defined in Section 8.4.2.

Buyer Released Claims means each and all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of every kind and nature, including: (i) any unknown, unsuspected, or undisclosed claim; (ii) any claim or right that may be asserted or exercised by Buyer or Sangoma (and after the Closing, any Company Member); and (iii) any claim, right, or cause of action based upon any breach of any express, implied, oral, or written contract or agreement, in each case that Buyer, Sangoma or any of Buyer’s or Sangoma’s respective Related Parties (including after the Closing, any Company Member) may have had in the past, may now have, or may have in the future against any of the Buyer Releasees that has arisen or arises, directly or indirectly, out of, or relates, directly or indirectly, to, any circumstance, agreement, activity, action, omission, event, or matter occurring or existing at or prior to the Closing; provided, however, that “Buyer Released Claims” shall exclude any dispute, claim, controversy, demand, right, obligation, liability, action or cause of action that Buyer or Sangoma may have against any of the Buyer Releasees that arises under this Agreement or any Ancillary Agreement.

Buyer Released Claims means each and all past, present and future disputes, claims, controversies, demands, rights, obligations, Liabilities, Actions, and causes of action of every kind and nature, including any unknown, unsuspected, or undisclosed claim, that Buyer or any of Buyer’s Affiliates may have had in the past, may now have, or may have in the future against any of the Seller Releasees arising out of or related to events, facts, conditions or circumstances existing or arising on or prior to the Closing Date other than any claim arising under this Agreement or the Related Agreements.

Buyer Released Claims means any and all claims that the Buyer Indemnified Parties now have, have ever had or may hereafter have, against the Seller Indemnified Parties for Losses with respect to or arising out of (1) the Facility or any related assets with respect thereto, or (2) the terms of the PSA or otherwise in connection with the transactions contemplated by the PSA, including any claims for indemnity or breach of representations, warranties or covenants; provided, however, that the term “Buyer Released Claims” shall not include (i) any claims pursuant to (A) Article IX of the PSA in respect of the representations and warranties made by Sellers pursuant to Sections 3.1, 3.2, 3.6 and 4.3 of the PSA, (B) Article VII of the PSA and (C) Sections 6.3(c) and (e), 6.9, 6.11 and 6.16 of the PSA (or any claims pursuant to Article IX of the PSA in respect thereof) , or (ii) any claims pursuant to the Sponsor Guaranties.

Buyer Released Claims means, with respect to each member of the Buyer Group and each of their respective officers, directors and managers (collectively, the “Buyer Releasing Parties”), collectively, any and all charges, complaints, liabilities, promises, agreements, covenants, controversies, judgments, executions, damages, Actions, rights, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect, that any Buyer Releasing Party has or may have (including nominally or beneficially) against any member of the Seller Group related to facts, circumstances, events, actions or omissions which occurred, arose or accrued prior to the Closing, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising on or prior to the Closing arising out of (a) each member of the Seller Group’s direct or indirect ownership of equity securities in the Company, (b) the management or operations of the Company or (c) the transactions contemplated by this Agreement; provided, however, that Buyer Released Claims shall not include any right of a Buyer Releasing Party (i) set forth in, arising out of or relating to this Agreement or any other Transaction Document or (ii) in the case of Fraud.