Member of the Buyers definition

Member of the Buyers. Group" means API (whether or not it is at any relevant time still an Affiliate of Buyers), Buyers and its and their respective present or future Affiliates, officers, employees, agents, directors, stockholders, partners and other holders of equity securities.
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Examples of Member of the Buyers in a sentence

  • If, and to the extent any Member of the Buyers' Group obtains any such Relief, the amount thereof shall be a deduction from AWA's indemnification obligations (i.e. as a Tax Benefit Amount, as set forth in Section 2.1(i) above).

  • If AWA or its Tax Designee does not exercise, or until it exercises, its right to represent Buyers or another Member of the Buyers' Group in connection with a Tax Contest as aforesaid, Buyers and the other Members of the Buyers' Group shall consult with and take into account any reasonable submissions made by AWA or its Tax Designee in respect of such Tax Contest.

  • Notwithstanding any provision of this Agreement to the contrary, AWA is not assuming any liability of Buyers or API to third parties in respect of Excess Costs pursuant to this Agreement; instead AWA is only indemnifying Buyers or any other Member of the Buyers' Group in respect thereof.

  • Buyers and API hereby agree that they shall use their best efforts to seek and obtain Relief on account of the payment of Excess Costs or, as the case may be, indemnification payments by Buyers to API, in any such case for the benefit of any Member of the Buyers' Group, as expeditiously and as diligently as practicable.

  • If AWA does not exercise its rights of control set forth in Section 5.2.2 hereof, neither API, either Buyer or any other Member of the Buyers' Group shall make any waiver, settlement or admission or modify in any respect any oral or written agreement with NCR or any other person in respect of any Claim or any potential Recoveries without the express prior written approval of AWA, which approval shall not be unreasonably withheld.

  • Each Loan shall be interest free and without recourse to Buyers, API or any other Member of the Buyers' Group, such that neither Buyers, API, nor any other Member of the Buyers' Group shall under any circumstances be obligated to make repayment thereof other, than as set forth in Section 4.1.2.2 or otherwise below.

  • The personnel of Buyers and the other Members of the Buyers' Group shall have the right of observation at Buyers' expense in any Tax Contest in which AWA or its Tax Designee exercises its rights to represent a Member of the Buyers' Group.

  • Buyers, API and each other Member of the Buyers' Group shall, and shall cause each of its Affiliates, officers, employees, 19 consultants and agents to, provide reasonable cooperation with AWA in the defense of all Claims and prosecution of Recoveries.

  • Buyers shall keep AWA or its designee for tax matters (its " Tax Designee") informed of the progress of the Tax affairs of Buyers and the Members of the Buyers' Group to the extent they are relevant to Relief claimed by Buyers or a Member of the Buyers' Group and will provide copies of all correspondence and transcripts or summaries of all meetings with the Internal Revenue Service or other Tax authority relevant to the Relief claimed subject to the terms of Section 9.2 of the Purchase Agreement.

  • Without limiting the foregoing, Buyers shall promptly notify AWA or its Tax Designee in writing (a "Tax Notice") following receipt by any Member of the Buyers' Group of any notice of any proposed, pending or threatened Tax audit or examination of or assessment against any Member of the Buyers' Group relating to Relief claimed.

Related to Member of the Buyers

  • Member of the Board means an individual who is a member of the Board or of the board of directors of a Subsidiary or an Affiliate.

  • Member of the family shall have the meaning prescribed by Code Section 529(e)(2), and shall mean any individual who bears one of the following relationships to the beneficiary:

  • Member of the Immediate Family means, with respect to any Person who is an individual, (a) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

  • Member of the Group means any one of them.

  • Second Closing has the meaning set forth in Section 2.2.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Buyer has the meaning set forth in the preamble.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Purchaser means the organization purchasing the goods.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.