Buyer Protected Parties definition

Buyer Protected Parties has the meaning specified in Section 16.1.
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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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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 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.

  • 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.

  • With the exception of the parties to this Agreement any Seller Protected Parties and any 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.

  • If any such insurance proceeds and/or other amounts are received by any Buyer Protected Parties after receipt of any indemnification payment pursuant to this Article X, Buyer shall promptly repay to Seller such portion of such indemnification payment equal to the amounts so recovered or realized.

  • The Buyer Protected Parties or Seller Protected Parties, as the case may be, will provide to the Indemnifying Party, as promptly as practicable thereafter, such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the claim asserted, so long as such disclosure would not violate the attorney-client privilege of the Buyer Protected Parties or Seller Protected Parties, as the case may be.

  • 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.

  • 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.


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"
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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 has the meaning set forth in the Preamble.

  • 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 means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.

  • Seller Related Parties means Seller and its Affiliates, and their respective fiduciaries, shareholders, equity holders, members, managers, partners, directors, divisions, officers, managers, executives, employees, independent contractors, freelancers, consultants and other Representatives, and the successors and assigns of each of them.

  • Interested Parties means, with respect to a structured settlement, the payee, a beneficiary irrevocably designated under the annuity contract to receive payments following the payee’s death, the annuity issuer, the structured settlement obligor, and any other party that has continuing rights or obligations under the structured settlement.

  • 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 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).

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