Buyer Released Party definition

Buyer Released Party is defined in Section 10.21.2.
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Buyer Released Party or “Buyer Released Parties” has the meaning set forth in Section 14.17(b).
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Buyer Released Party has the meaning set forth in Section 6.21.
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Examples of Buyer Released Party in a sentence

  • Each Party acknowledges and agrees that neither this Agreement nor the furnishing of the consideration for the release given under this Section 5.14 and Section 7.02(b) will be deemed or construed at any time to be an admission by any Party or any Seller Released Party or any Buyer Released Party of any improper or unlawful conduct.

  • Each Parent Releasing Party shall refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any legal or arbitral proceeding of any kind against any Buyer Released Party based upon any matter released under this Section 2(a).

  • Seller and the Principals, on behalf of itself and themselves and the other Seller Releasing Parties, hereby irrevocably covenant to refrain from, directly or indirectly, asserting or commencing any Action of any kind against any Buyer Released Party, based upon any matter released pursuant to this Section 8.15.

  • Company and Buyer acknowledge and agree that neither this Section 5.17 nor the furnishing of the consideration for the release given under this Section 5.17 will be deemed or construed at any time to be an admission by any Buyer Released Party of any improper or unlawful conduct.

  • The Presiding Officer will require an elector to leave the Polling Station if he/she refuses to: (a) produce his/her National Identification Card (b) stain his/her finger(c) be sworn in/take Oath of identity when necessary(d) answer questions when legally required to do so.

  • Seller Parent hereby confirms on behalf of itself and each other Seller Releasing Parties that, following the Closing, there will be no payment or other Liability of any Acquired Company to Seller Parent or any of its Related Persons or any of their respective direct or indirect equityholders (collectively with Seller Parent, the “Seller Releasing Parties”) and no Seller Releasing Party has any claims against any Buyer Released Party, in each case, other than with respect to the Retained Rights.

  • The preceding sentence does not apply to (1) the liabilities and obligations of or performance by the Buyer Parties under this Agreement and the Ancillary Agreements, including the Assumed Liabilities, (2) causes or matters that occur after the Closing and (3) fraud, bad faith or intentional misconduct by any Buyer Released Party.

  • Notwithstanding the foregoing, nothing contained in this Section 7.6 shall release, waive or discharge any Liability owed by any Buyer Released Party to a Seller for earned and unpaid salary or bonuses, benefits under any Company Benefit Plan or any employment related expenses incurred in the ordinary course of business.

  • Furthermore, each Seller further agrees not to institute any litigation, lawsuit, claim or action against any Buyer Released Party with respect to the released Causes of Action.

  • Each Buyer Released Party that is not a party to this Agreement shall be considered a third party beneficiary of this Agreement with respect to any rights of indemnity or release provided herein.


More Definitions of Buyer Released Party

Buyer Released Party and “Buyer Released Parties” has the meaning set forth in Section 9.28.
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Buyer Released Party shall have the meaning set forth in Section 8.16(b).
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Buyer Released Party has the meaning set forth in Section 4.18(a).
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Buyer Released Party has the meaning assigned to such term in Section 7.6.
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Related to Buyer Released Party

  • 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.

  • Released Party means collectively, and in each case in its capacity as such:

  • 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.

  • 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.

  • Released Persons means each and all of the Defendants and their Related Parties.

  • Released Parties means Defendant and its present and former subsidiaries, parents, affiliates, divisions, officers, directors, members, managers, shareholders, insurers, suppliers, manufacturers, re-sellers, distributors, brokers, service providers, employees, agents, legal representatives, heirs, predecessors, successors, or assigns.

  • Released Person means any person who is released on bail or on his personal bond, as the case may be;

  • Released Plaintiff Parties means each and every Settlement Class Member, Lead Plaintiff, Plaintiff’s Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, affiliates, contractors, auditors, principals, agents, attorneys, predecessors, successors, assigns, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Plaintiff Party who is an individual, as well as any trust of which any Released Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Released Plaintiff Parties does not include any Person who timely and validly seeks exclusion from the Settlement Class.

  • Defendant Releasees means (i) Defendants and their attorneys; (ii) the current and former parents, affiliates, subsidiaries, successors, predecessors, assigns, and assignees of each of the foregoing in (i); and (iii) the current and former officers, employees, directors, Immediate Family members, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, agents, affiliates, insurers, reinsurers, predecessors, predecessors-in-interest, successors, successors-in- interest, assigns and advisors of each of the persons or entities listed in (i) and (ii), in their capacities as such.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Released Entities means released entities as such term is defined

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

  • Seller Related Parties means, with respect to each Seller, the TGE Entities, such Seller and such Seller’s stockholders, partners, members, Affiliates, Representatives, controlling persons and agents.

  • Seller Related Party means Seller, its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

  • Released Defendant Persons means all persons and entities named as a Defendant in the Action or that could have been named as a Defendant in the Action, including, without limitation, the past and present officers and members of the Board of Directors of AMC, the members of the special committee of the Board of Directors of AMC that approved the Transaction, Silver Lake, and the members of the SLC, and any and all of the respective current and former employers, parent entities, controlling persons, owners, members, co-investors, lenders, principals, affiliates, or subsidiaries of any of the foregoing, and each and all of the respective past or present officers, directors, managers, partners, limited partners, stockholders, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, agents, heirs, executors, trustees, personal representatives, estates, administrators, predecessors, successors, assigns, insurers, and reinsurers of any of the foregoing.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Released Plaintiff Claims means any and all claims, demands, rights, actions, potential actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, agreements, costs, expenses, debts, interest, penalties, sanctions, fees, attorneys’ fees, judgments, decrees, matters, issues, and controversies of any kind, nature or description whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un- liquidated, at law or in equity, matured or un-matured, disclosed or un-disclosed, apparent or un- apparent, including claims and Unknown Claims (as defined below), which were or could have been alleged or asserted in the Derivative Actions against any Released Defendant Party by Plaintiffs or any other J&J shareholder derivatively on behalf of J&J, directly or indirectly relating to or arising out of any of the allegations, facts, events, transactions, acts, occurrences, conduct, practices, or any other matters, or any series thereof, alleged or asserted in the Derivative Actions, or which were investigated by the Special Committee. Released Plaintiff Claims do not include any claims relating to the enforcement of this Settlement. Released Plaintiff Claims also do not include the specific claims made by the plaintiff in The George Leon Family Trust v. Coleman, et al., Case No. 3:11-cv-05084-JAP-DEA.

  • Threatened Release means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising or surrounding any Property which may result from such Release.

  • Releasing Party has the meaning set forth in Section 7.9.

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

  • Releasee or “Releasees” shall refer to you and to the Company and each of the Company’s owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, advisors, parent companies, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, representatives, attorneys and advisors of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them.

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

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