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 set forth in Section 11.1. AGREEMENT AND PLAN OF MERGER 8

Examples of Purchaser Guaranteed Obligations in a sentence

• Purchaser Guarantor agrees with respect to the Purchaser Guaranty that it shall have no right of subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the Purchaser Guaranteed Obligations until all of the Purchaser Guaranteed Obligations have been paid in full.

• If at any time any payment by or on behalf of Purchaser in respect of the Purchaser Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Purchaser or otherwise, Purchaser Guarantor’s obligations with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.

• The foregoing sentence is an absolute, unconditional and continuing guaranty of the full and punctual discharge and performance of the Purchaser Guaranteed Obligations, and is a guaranty of payment, not collection.

• This guarantee may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on Parent and its successors and assigns until the Purchaser Guaranteed Obligations have been satisfied in full.

• Parent unconditionally and irrevocably guarantees to the Vendors, the due and punctual performance and observance by the Purchaser of all of its obligations, commitments, undertakings, representations and warranties under or pursuant to this Agreement (the Purchaser Guaranteed Obligations).

More Definitions of Purchaser Guaranteed Obligations

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 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 shall have the meaning set forth in Section 15.1.

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 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).

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