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

  • 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.

  • 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.

  • 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.

  • 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.

  • In no event shall the Seller's aggregate obligation to indemnify the Buyer Protected Parties nor the Buyer's aggregate obligation to indemnify the Seller Protected Parties under Section 11.1(i), 11.1(ii), and 11.2(i), respectively, of this Agreement exceed $100 million.

  • Except for the indemnification provisions in Article X which shall inure to the benefit of, and be enforceable by, the Buyer Protected Parties and the Seller Protected Parties as provided therein, this Agreement is not intended to and does not confer upon any Person other than the Parties hereto or their permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

  • 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.

  • Purple Heart – for a member who sustains a gunshot wound, stab wound or serious injury, which could have resulted in death or could potentially result in a perma- nent disability which might force the member to retire.

  • The obligation of AAHA and Servco to defend, indemnify and hold harmless the Buyer Protected Parties in connection with any Covered Act shall not be negated by, limited by, or otherwise affected by any law, rule, judicial decision, or otherwise that is based upon the sole, concurrent, contributory or comparative active or passive negligence or gross negligence of PVP, Servco or AAHA in connection with a Covered Act.


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.”

  • 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 means each and all of: (a) Buyer and its officers, directors, agents, consultants and employees, and (b) Buyer’s Affiliates and their officers, directors, agents, consultants and employees.

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • 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 shall have the meaning set forth in Section 6.4(a).

  • 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.

  • 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.

  • 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 each of Parent, Merger Sub, any of their respective former, current or future equityholders, controlling Persons, limited or general partners, managers, members, Affiliates, directors, officers, employees, agents, attorneys, stockholders, assignees or Representatives.

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

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • 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).