Buyer Released Matters definition

Buyer Released Matters has the meaning set forth in Section 5.13(b).
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Buyer Released Matters has the meaning given in clause 12.9(d)(1). Buyer Warranties the representations and warranties in Schedule 5. Buyer’s Consolidated Group the Consolidated Group of which the Buyer is a member, if any.
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Buyer Released Matters shall have the meaning set forth in Section 8.16(b).
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Examples of Buyer Released Matters in a sentence

  • Seller expressly acknowledges that this Section 5.14 is intended to include in its effect all claims with respect to the Buyer Released Matters that it does not know or suspect to exist in its favor as of the date hereof, and that this Agreement contemplates the extinguishment of any such claim or claims.

  • Seller hereby irrevocably covenants to refrain from, and to cause all Seller Releasing Parties controlled by it to refrain from, asserting any Potential Claim, or commencing, instituting or causing to be commenced, any action of any kind against any of the Buyer Released Parties, in any forum whatsoever (including any administrative agency), that arises out of, relates in any way to, or is based upon, any of the Buyer Released Matters.

  • Company and Buyer irrevocably covenant, effective as of the Closing, to refrain from, and, if it controls any of the Buyer Releasing Parties, to cause the Buyer Releasing Parties to refrain from, asserting any Potential Claim or commencing, instituting or causing to be commenced any Action against any of the Buyer Released Parties, before any Government Authority or in any other forum whatsoever, that arises out of, relates in any way to, or is based on any of the Buyer Released Matters.


More Definitions of Buyer Released Matters

Buyer Released Matters means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Buyer Indemnified Party now has, or at any time previously had, or shall or may have in the future, as a securityholder (whether direct or indirect), officer, manager, director, contractor, consultant or employee of the Company, arising by virtue of or in any matter related to any actions or inactions with respect to the Company or the Company’s affairs following the Closing Date, except for claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action arising under this Agreement. It is the intention of each Buyer Indemnified Party in executing this release, and in giving and receiving the consideration called for herein, that the release contained in this Section 6.11 shall be effective as a full and final accord and satisfaction and general release of and from all Buyer Released Matters and the final resolution by each Buyer Indemnified Party and the Seller Released Parties of all Buyer Released Matters including accrued but unpaid distributions and payments in connection with a liquidation or change of control transaction. Notwithstanding anything herein or otherwise to the contrary, the release contained in this Section 6.11 will not be effective so as to benefit a particular Seller Released Party in connection with any matter or event that would otherwise constitute a Buyer Released Matter, but involved fraud on the part of such Seller Released Party. The invalidity or unenforceability of any part of this Section 6.11 shall not affect the validity or enforceability of the remainder of this Section 6.11 which shall remain in full force and effect.
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Buyer Released Matters means any and all Claims, that any Buyer Releasing Party now has, or at any time previously had, or shall or may have in the future: (i) arising out of, or relating to, the organization, management or operation of the businesses of the Transferred Companies relating to any matter, occurrence, action or activity on or prior to the Closing Date; (ii) relating to this Agreement and the transactions contemplated hereby, except, in the case of Buyer, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms; (iii) arising out of or due to any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, except, in the case of Buyer, with respect to the covenants and agreements which contemplate performance after the Closing or otherwise contemplated to survive the Closing, each of which will survive in accordance with its terms; or (iv) relating to any information, documents or materials furnished by or on behalf of the Transferred Companies or Buyer; provided, that Buyer Released Matters shall not include any rights or Claims (A) unrelated to the Business, the Transferred Companies or the transactions contemplated by any Transaction Agreement, (B) arising under, or out of, or related to, any Ancillary Agreement or in respect of covenants and agreements under any Transaction Agreement which contemplate performance after the Closing or otherwise by their terms contemplate survival after the Closing (including in respect of the right to receive payment under Section 2.07 of this Agreement), each of which will survive in accordance with its terms, (C) related to cost reimbursement in respect of any Excluded Asset required pursuant to the last sentence of Section 5.20, (D) related to Liabilities of Parent or any Retained Entity or Liabilities of the Retained Business, as applicable, (E) related to any commercial arrangement involving Parent or its Subsidiaries (including the right of the Transferred Companies to receive payment under any Shared Customer Contract that remains with any Retained Entity), (F) related to any Pre-Closing Intercompany Assignments or agreements with Parent, any Retained Entity or Related Persons of Parent that are not terminated in connection with Closing, or (G) for Fraud and any other matter that cannot be released as a mat...
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Buyer Released Matters means any and all Claims that any Buyer Releasing Party now has, or at any time previously had, or shall or may have in the future, as a Buyer Released Party, or as an owner of the Business, or as a counterparty to any Contract with any Buyer Released Party, or as Person managed or otherwise directed by any Buyer Released Party or otherwise, in each case arising with respect to any matter occurring at or prior to the Closing; provided, that Buyer Released Matters shall not include (x) any Claim arising out of or relating to this Agreement or any other Transaction Agreement or (y) any Claim unrelated to the Business and the Acquired Companies or the transaction contemplated by this Agreement or any other Transaction Agreement. It is the intention of the Buyer agreeing to the Buyer Releasing Parties providing this release to the Buyer Released Parties, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Buyer Released Matters and the final resolution by the applicable Buyer Releasing Party and the Buyer Released Parties of all Buyer Released Matters.
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Related to Buyer Released Matters

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE XXXXXX PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF XXXXXX CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF XXXXXX IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE XXXXXX PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. XXXXXX HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE XXXXXX PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN XXXXXX HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY XXXXXX. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

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

  • Company Released Parties means the Company and any of its past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders, divisions, parents, members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries, or administrators of the Company’s employee benefit plans.

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Excluded Matters shall have the meaning given such term in Section 13.3 hereof.

  • Defendants’ Releasees means Defendants and their current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, Immediate Family Members, insurers, reinsurers, and attorneys.

  • Environmental Releases means releases as defined in CERCLA or under any applicable state or local environmental law or regulation.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Released Entities means released entities as such term is defined

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time by the Debtors.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Plaintiffs’ Releasees means Plaintiffs, and any and all of their related parties, including, without limitation, any and all members of their immediate families, agents or other persons acting on their behalf, attorneys, advisors, financial advisors, accountants, assigns, creditors, heirs, estates and legal representatives.

  • Pre-Release Transaction shall have the meaning set forth in Section 5.10.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Matter means any action, suit or proceeding by the Corporation or one of its subsidiaries against any Indemnitee who is or was an employee, but not an officer, of the Corporation, or is or was serving at the request of the Corporation as an employee, but not as a director or officer, of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.

  • Excluded Environmental Liabilities means any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Xxxxxxx Retained Business.

  • Environmental Actions means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower or any predecessor in interest.

  • Environmental Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into the environment.

  • Closing Press Release has the meaning set forth in Section 5.4(b).