Purchaser Guaranteed Obligations definition

Purchaser Guaranteed Obligations has the meaning provided in Section 9.18(a).

Purchaser Guaranteed Obligations has the meaning given in clause 17.2(a).

Purchaser Guaranteed Obligations has the meaning specified in Section 13.2.

Examples of Purchaser Guaranteed Obligations in a sentence

• The liability of Guarantor under this guaranty will not be released or diminished by any variation of the Purchaser Guaranteed Obligations or by any delay by Seller in seeking performance of the Purchaser Guaranteed Obligations or by any granting of time for such performance.

• Guarantor agrees that it will maintain sufficient funds available to pay and perform all of the Purchaser Guaranteed Obligations and it will not make any distribution to any of its equityholders to the extent that at the time of the distribution, after giving effect to the distribution, the liabilities of Guarantor exceed the fair value of the assets of Guarantor.

• This guaranty is a continuing guarantee and accordingly is to remain in force until all the Purchaser Guaranteed Obligations have been performed or satisfied.

• Seller shall not be obligated to file any claim relating to the Purchaser Guaranteed Obligations in the event that Purchaser becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Seller to so file shall not affect Guarantor’s obligations hereunder.

• Should Purchaser default in the discharge or performance or observance of all or any portion of the Purchaser Guaranteed Obligations, Guarantor shall immediately pay or perform and satisfy the Purchaser Guaranteed Obligations so that the same benefits are conferred on Seller as it would have received if the Purchaser Guaranteed Obligations had been duly paid, performed and satisfied by Purchaser.

More Definitions of Purchaser Guaranteed Obligations

Purchaser Guaranteed Obligations means all present and future obligations, commitments, undertakings, warranties, indemnities, covenants and liabilities of or given by or deemed assumed by all or any of the UK Nominated Purchaser, the French Nominated Purchaser and/or the NL Nominated Purchaser under this agreement as a consequence of the operation of clause 2.3 or otherwise.

Purchaser Guaranteed Obligations has the meaning assigned to such term in Section 10.18(a). “Purchaser Secondary Ownership Percentage” means the fraction having: (a) a numerator equal to the aggregate number of Purchased Shares (determined on an as-converted-to-Company Ordinary Shares basis); and (b) a denominator equal to the Fully Diluted Share Number. “Remaining Available Escrow Amount” means, at any time, the aggregate amount available in the Escrow Fund (after deducting the aggregate dollar amount of all Claimed Amounts under pending Notices of Claim) as of such time. “Remaining §9.2(a) Claim Retained Amount” has the meaning assigned to such term in Section 9.6(i)(i). “Remaining §9.2(b) Claim Retained Amount” has the meaning assigned to such term in Section 9.6(i)(ii). “Representatives” means officers, directors, employees, secondees, agents, attorneys, accountants, advisors and representatives. The term “Representatives” shall be deemed to include current and future “Representatives.” “Repurchase Transactions” has the meaning assigned to such term in the Recitals to the Agreement. “Required Sellers” means Sellers whose collective ownership of the Company Shares referred to in Column D of Schedule I, when taken together with the Issued Shares, represent 51% or more of the total number of Company Shares outstanding immediately after the Closing (after giving effect to the Conversion Event and the Share Issuance). “Response Notice” has the meaning assigned to such term in Section 9.6(b). “ROFR Waiver” has the meaning assigned to such term in the Recitals to the Agreement. “Secondary Allocation Gross-Up Factor” means the fraction having: (a) a numerator equal to the sum of (i) the aggregate number of Purchased Shares (determined on an as-converted-to-Company Ordinary Shares basis) plus (ii) the aggregate number of Issued Shares; and (b) having a denominator equal to the aggregate number of Purchased Shares (determined on an as-converted-to-Company Ordinary Shares basis). A-13

Purchaser Guaranteed Obligations means collectively all obligations, however evidenced, now existing or hereafter arising or accruing, direct or indirect, absolute or contingent, of Purchaser (or any successor of Purchaser or any transferee of all or substantially all the assets of Purchaser) under this Agreement (including, but not limited to, the indemnification obligations set forth in this Agreement). Each portion of the Purchaser Guaranteed Obligations heretofore or hereafter paid or satisfied by any money that has been heretofore or is hereafter received, applied or retained by Seller and is later recovered from Seller as a result of any Claim (as defined below) shall be reinstated as part of the Purchaser Guaranteed Obligations for purposes of this Agreement as of the date it originally arose or accrued.

Purchaser Guaranteed Obligations has the meaning set forth in Section 5.16.1.

Purchaser Guaranteed Obligations has the meaning assigned to such term in Section 10.19(a). “RBI” means the Reserve Bank of India. “Registered IP” means all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by any Governmental Entity (or other registrar in the case of domain names), including all Patents, registered copyrights, registered Trademarks, registered designs, domain names, and all applications for any of the foregoing. “Related Party” means: (a) each shareholder of the Company as of the Agreement Date; (b) any Person who is or may be classified as a related party of any Acquired Company pursuant to the Indian Companies Act; (c) each member of the immediate family of each of the individuals referred to in clauses 16

Purchaser Guaranteed Obligations has the meaning set forth in Section 11.1. AGREEMENT AND PLAN OF MERGER 8

Purchaser Guaranteed Obligations has the meaning given in Clause 21. Put Option has the meaning given in paragraph (E) of the Preamble hereto. Put Option Date means September 8, 2021. Refund has the meaning given in Clause 10. Regulatory Conditions has the meaning set forth in Clause 4.1(a)(iii).