Buyer Releasing Party definition

Buyer Releasing Party is defined in Section 10.21.1.
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Buyer Releasing Party has the meaning given to such term in Section 7.13(a).
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Buyer Releasing Party has the meaning set forth in Section 6.12(a).
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Examples of Buyer Releasing Party in a sentence

  • The Buyer hereby covenants to, and to cause each other Buyer Releasing Party to, not sue any Seller Released Party in any Proceeding for any of the items released in the preceding sentence, and the Buyer agrees that in the event that any such Proceeding shall be commenced, the covenant not to sue contained in this Section 7.13(a) shall constitute a complete defense to any such Proceeding so instituted.

  • Each Buyer Releasing Party further agrees that it shall not, nor permit any Affiliate to, (i) institute any Legal Proceeding based upon, arising out of, or relating to any of the Buyer Released Claims, (ii) participate, assist or cooperate in any such Legal Proceeding or (iii) encourage, assist and/or solicit any third party to institute any such Legal Proceeding.

  • Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall operate to release (i) any Buyer Released Claims that any Buyer Releasing Party may have against any Seller Released Party arising under, or related to, this Agreement, the Ancillary Agreements or the Subject Transactions or (ii) any person outside its capacity as a Seller Released Party.

  • Each Buyer 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 Parent Released Party based upon any matter released under this Section 2(b).

  • The Buyer hereby covenants to, and to direct each other Buyer Releasing Party to, not sue any Seller Released Party in any Proceeding for any of the items released in the preceding sentence, and the Buyer agrees that in the event that any such Proceeding shall be commenced, the covenant not to sue contained in this Section 7.14(a) shall constitute a complete defense to any such Proceeding so instituted.

  • The Buyer agrees, on behalf of each Buyer Releasing Party, that the release in this Section 5.6 applies not only to Disputes that are presently known, suspected, or disclosed to such Buyer, but also to Disputes that are presently unknown, unsuspected, or undisclosed to such Buyer.

  • Each Buyer Releasing Party understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement.

  • Each Buyer 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 Parent Released Party based upon any matter released under this S ection 2(b).

  • Each Buyer Releasing Party understands that this is a full and final general release of all claims, demands, damages, judgments, decisions, orders, causes of action and Liabilities comprising Buyer Released Claims of any nature whatsoever except as expressly stated above, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against the Seller Released Parties.

  • This Section 3.1(f) shall not restrict the ability of any Remainco Releasing Party or any Buyer Releasing Party, as the case may be, from bringing any claims in respect of Liabilities that were not released under Section 3.1(a)(i) or Section 3.1(a)(ii), as the case may be (including any claims in respect of any Liabilities that Section 3.1(c) or Section 3.1(d), as the case may be, specified as not being Remainco Released Liabilities or Spinco Released Liabilities, as the case may be).


More Definitions of Buyer Releasing Party

Buyer Releasing Party has the meaning set forth in Section 9.8.
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Buyer Releasing Party shall have the meaning set forth in Section 11.22(b).
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Buyer Releasing Party has the meaning set forth in Section 4.18(b).
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Buyer Releasing Party has the meaning set forth in Section 6.11(b). “Canadian Tax Act” or any reference to a specific provision thereof means the Income Tax Act (Canada) and any legislation of any province or territory of Canada (including the Taxation Act (Quebec)) and any regulations and other interpretive authorities thereunder. “CARES Act and COVID Relief Programs” means, collectively, The Coronavirus Aid, Relief, and Economic Security Act, the Families First Coronavirus Response Act, the Paycheck Protection Program Flexibility Act, any rules and regulations of the U.S. Small Business Association, the U.S. Department of the Treasury or any public health agency, any applicable Law in connection with COVID-19 and all FAQs or Interim Final Rules issued by any Governmental Entity related thereto, including any other Law or executive order or Presidential Memorandum (including the Presidential Memorandum described in IRS Notice 2020-65) related to COVID-19 and any similar programs adopted by a foreign Governmental Entity. “Cash” means cash and cash equivalents of the Company Members required to be reflected as cash and cash equivalents on a balance sheet of the Company Members, on a consolidated basis, determined in accordance with the Accounting Principles. Notwithstanding the foregoing, “Cash” (a) includes uncashed and uncleared checks and other deposits or transfers received or deposited for the account of any Company Member (to the extent there has been a corresponding reduction in current assets (e.g., accounts receivable) on account thereof), (b) is reduced by outstanding checks or similar instruments of, or issued or sent by, any Company Member (to the extent there has been a corresponding reduction in current liabilities (e.g., accounts payable) on account thereof). For the avoidance of doubt, Cash may be a positive or negative number. “Causes of Action” has the meaning set forth in Section 6.11(a). “CEI” means Carlstar Export Inc., a Delaware corporation. “CFI” means Carlstar Finance Inc., a Delaware corporation. “CH Seller” has the meaning set forth in the Preamble. “XX Xxxxxxx” has the meaning set forth in the Recitals. “XX Xxxxxxx Interests” has the meaning set forth in the Recitals. “Chosen Courts” has the meaning set forth in Section 7.8. “Charter Indemnification Provisions” has the meaning set forth in Section 6.4(c). “Closing” has the meaning set forth in Section 2.2. “Closing Company Cash” means the aggregate amount of all Cash as of the Reference Time.
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Related to Buyer Releasing Party

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

  • Releasing Party has the meaning set forth in Section 12.2.

  • Releasing Parties means Plaintiffs and all Settlement Class Members, and each of their respective executors, representatives, heirs, predecessors, assigns, beneficiaries, successors, bankruptcy trustees, guardians, joint tenants, tenants in common, tenants by entireties, agents, attorneys, and all those who claim through them or on their behalf.

  • 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.

  • 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.

  • Releasor means any Person granting a release of any Settled Claim.

  • Releasing Persons means the Plaintiff, on behalf of himself and the Settlement Class Members, and each and every Settlement Class Member, as well as their respective spouses, heirs, executors, successors, representatives, agents, parents, mandataries, tutors, curators and assigns;

  • Released Plaintiff Parties means the Plaintiffs, each and every Class Member, Plaintiffs’ Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, 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 sought exclusion from the Class.

  • Releasors shall refer, jointly and severally, and individually and collectively, to Plaintiffs, the Settlement Class Members, and to each of their predecessors, successors, heirs, executors, administrators, and assigns of each of the foregoing, and anyone claiming by, through, or on behalf of them.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Released Parties means: Defendant and each of its former and present directors, officers, shareholders, owners, members, attorneys, insurers, predecessors, successors, assigns, subsidiaries, and affiliates.

  • Released Plaintiff Persons means Plaintiff and any and all of her respective current and former employers, parent entities, controlling persons, owners, members, principals, affiliates, or subsidiaries, and each and all of their respective past or present officers, directors, managers, 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.

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

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

  • Settling Party means any one of, and “Settling Parties” means all of, the parties to the Stipulation, namely Defendants and Plaintiffs (on behalf of themselves and the Settlement Class).

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

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

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

  • Defendant Releasees means each and all Defendants, Defendants’ Counsel, and their respective Related Persons.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

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

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Selling Parties shall have the meaning specified in the preamble.

  • Released Defendant Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Persons and/or the Released SLC Persons that arise out of, are based upon, or relate to the institution, prosecution, or settlement of the claims asserted in the Action. For the avoidance of doubt, the Released Defendant Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Released Entities means released entities as such term is defined