Buyer Releasor definition

Buyer Releasor shall have the meaning set forth in Section 7.10(c).

Buyer Releasor has the meaning set forth in Section 9.17(a).

Buyer Releasor is defined in Section 8.5.2.

Examples of Buyer Releasor in a sentence

• Each Transferred Subsidiary shall, and shall cause each Buyer Releasor, as applicable, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any legal proceeding of any kind against any Buyer Releasee based upon any matter released pursuant to this Section 11.18(b).

• The Parties hereby acknowledge and agree that the execution and delivery of this Agreement shall not constitute an acknowledgment of or an admission by any Buyer Releasor or Seller Releasee of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted.

• This Covenant Not to Xxx shall be a complete defense to any such claim or suit by any such Buyer Releasor.

• For the avoidance of doubt, this release does not release any Buyer Claims by the Buyer Releasor for obligations of Sellers arising under this Agreement.

• Buyer shall, and shall cause each Buyer Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Seller Releasee based upon any matter released pursuant to this Section 7.10(c).

More Definitions of Buyer Releasor

Buyer Releasor has the meaning set forth in Section 6(m)(ii).

Buyer Releasor has the meaning set forth in Section 8.8(b).

Buyer Releasor has the meaning set forth in Section 9(q)(iii) below.

Buyer Releasor has the meaning set forth in Section 4.20(b).

Buyer Releasor has the meaning given to it in Section 7.21(a). “Closing” has the meaning given to it in Section 2.3.

Buyer Releasor means Buyer, each of its Affiliates (including the Precoat Subsidiaries) and its and their respective former, current and future directors, officers, employees, general and limited partners, managers, members, direct and indirect equityholders, controlling Persons, Affiliates, attorneys, assignees, agents, advisors, and Representatives, and Representatives and Affiliates of any of the foregoing, and any former, current or future estates, heirs, executors, administrators, trustees, successors and assigns of any of the foregoing.

Buyer Releasor has the meaning set forth in Section 9.08(c). “Buyer’s Representatives” has the meaning set forth in Section 6.05. “Cash” means, as of 12:01 A.M. Eastern time on the Closing Date (but before taking into account the consummation of the transactions contemplated hereby), all cash, all cash equivalents, and marketable securities, but excluding any restricted cash (including all cash posted to support letters of credit, performance bonds or other similar obligations) or deposits with third parties (including landlords) of the Target Companies, in each case determined in accordance with the Agreed Accounting Principles. For the avoidance of doubt, Cash will be calculated net of issued but uncleared checks and drafts and will include checks, other wire transfers and drafts deposited or available for deposit for the account of any Target Company. “CBA” has the meaning set forth in Section 4.11(a). “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. “Closing” has the meaning set forth in Section 1.03. “Closing Balance Sheet” has the meaning set forth in Section 1.02(c). “Closing Date” has the meaning set forth in Section 1.03. “Closing Statement” has the meaning set forth in Section 1.02(c). “Code” means the Internal Revenue Code of 1986, as amended. “Commercial Tax Agreement” means commercial agreements that contain agreements or arrangements relating to the apportionment, sharing, assignment or allocation of Taxes (such as, if applicable pursuant to the foregoing definition, financing agreements with Tax gross-up obligations or leases with Tax escalation provisions) and are (i) not by and among the Target Companies and their Affiliates, (ii) not primarily related to Taxes and (iii) are entered into in the ordinary course of business. “Company Data” means all (a) trade secrets of the Business and (b) data contained in any databases owned or purported to be owned by the Target Companies. For the avoidance of doubt, Company Data includes (but is not limited to) all Personal Data and Target Company Confidential Information in the Target Companies’ possession, custody, or control. 64 LEGAL02/39540989v11