Purchaser Related Person definition

Purchaser Related Person has the meaning set out in Section 7.2(a). (ggggg) “R&W Insurance Policy” means that certain buyer-side representation and warranty insurance policy having been obtained and paid for by the Purchaser and effective as of the date of this Agreement, in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement, a copy of which is attached as Schedule 1.1(ggggg). (hhhhh) “Refund” has the meaning set out in Section 6.3(f). (iiiii) “Registered Intellectual Property” has the meaning set out in Section 3.2(w)(i). (jjjjj) “Release” means any release, spill, emission, leaking, pumping, pouring, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration in the environment, including the movement through or in the atmosphere, soil surface water, ground water, sewer systems or other environmental media. (kkkkk) “Restricted Cash” means cash held in escrow or as a security or other deposit, held for or on behalf of any Person, deposited with any Person, or if usage of, or access to, cash is restricted by applicable Law, Contract, or otherwise, and/or if such cash is restricted in any manner whatsoever, then including the amount of the fees, costs, expenses, interest, penalties, reductions, withholdings, and/or Taxes or other levies imposed on, and/or related to, removing any restrictions and/or limitations on the use, or repatriation, of such cash. (lllll) “Restrictive Covenants” has the meaning set out in Section 6.3(g). (mmmmm) “Retention Agreements” means collectively all of the agreements entered into between Ingénia, on the one hand, and each individual listed in Schedule 5, on the other hand, in connection with the granting of the Retention Bonuses. (nnnnn) “Retention Bonuses” means collectively all of the amounts owed to the respective Employees as described in Schedule 5, including the retention bonuses payable under the Retention Agreements. (ooooo) “Retention Bonuses Tax Deduction” means the product equal to 1.0426 multiplied by (1-0.265). (ppppp) “Sanctioned Country” means any country or region that is the target of economic or trade sanctions, regulations, embargoes or restrictive measures under Sanctions Laws. (qqqqq) “Sanctioned Person” means any Person that is the target of sanctions or restrictions under Sanctions Laws. (rrrrr) “Sanctions Laws” means the economic or trade sanctions Laws, embargo...
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Purchaser Related Person means a person or entity, that, with respect to Purchaser, is covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.
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Purchaser Related Person means any Person controlled by Purchaser. For purposes of the foregoing, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or credit agreement, as director, trustee, partner, or executor or otherwise.
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Examples of Purchaser Related Person in a sentence

  • The assets of the Purchaser do not include any receivable or other obligation from a Purchaser Related Person, and the liabilities of the Purchaser do not include any payable or other obligation or commitment to any Purchaser Related Person.

  • Except as set forth on Schedule 3.21, neither the Purchaser nor any Subsidiary has outstanding any Contract or other arrangement or commitment with any Purchaser Related Person, and no Purchaser Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of Purchaser.

  • Purchaser and each of the Purchaser Related Persons are in good standing in each of the jurisdictions in which Purchaser or any Purchaser Related Person owns or operates gaming facilities.

  • If the Company or any Company Related Person breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchaser or Purchaser Related Person on demand for all costs of collection and enforcement (including reasonable attorneys' fees and expenses).

  • Seller acknowledges that neither the Purchaser nor any Purchaser Related Person has any obligation to disclose to Seller any such material or potentially material information.

  • Seller acknowledges that neither the Purchasers nor any Purchaser Related Person has any obligation to disclose to Seller any such material or potentially material information.

  • As of the date of this Agreement, (a) there is no material Proceeding pending or, to the Knowledge of Purchaser, threatened against Purchaser or any Purchaser Related Person and (b) to the Knowledge of Purchaser, none of Purchaser or any Purchaser Related Person is a party to any Judgment of or settlement agreement with a Governmental Entity that, in the case of clauses (a) and (b) above, individually or in the aggregate, has had or would reasonably be expected to have a Purchaser Material Adverse Effect.

  • This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Purchaser Related Person and each Company Related Person is an intended third party beneficiary of Section 4.10 and may enforce the provisions of such Section directly against the Company or the Purchasers, as the case may be.

  • Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchaser and any Purchaser Related Person on demand for all costs of enforcing the indemnification obligations in this paragraph.

  • If the Purchaser or any Purchaser Related Person breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Purchaser may have under any Transaction Document or applicable law, the Purchaser shall pay or reimburse the Company or Company Related Person on demand for all costs of collection and enforcement (including reasonable attorneys' fees and expenses).


More Definitions of Purchaser Related Person

Purchaser Related Person means (i) any affiliate of Purchaser, CMI or CMB or (ii) any direct or indirect shareholder of Purchaser, CMI or CMB (including, for the avoidance of doubt, BGB, HGB and any other shareholder of Purchaser, CMI, CMB, BGB or HGB holding shares that are (x) not fully paid or are assessable, (y) non-voting or (z) otherwise limited in their rights and privileges).
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Purchaser Related Person has the meaning given in Section 4.7.
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Related to Purchaser Related Person

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • Seller Related Party means Seller, its Affiliates and its and their respective stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

  • Lender-Related Person means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

  • Seller Related Parties means, with respect to each Seller, the TGE Entities, such Seller and such Seller’s stockholders, partners, members, Affiliates, Representatives, controlling persons and agents.

  • Agent-Related Person has the meaning provided in Section 11.3.

  • Rule 506(d) Related Party means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

  • Agent-Related Persons means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

  • Designated Person means a person or entity:

  • Company Related Parties means the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or agents.

  • Parent Related Parties means, collectively, Parent, Merger Sub, the Guarantor or any of their respective former, current or future general or limited partners, stockholders, financing sources, managers, members, Representatives or Affiliates.

  • regulated person means a person whose collection activities are confined and are directly related to the operation of a business other than that of a collection agency including any of the following:

  • Nominated Person means a person who is a member, or a member and Officer, of the Association

  • Obligated Person means any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), as shown on Exhibit A.

  • Related Person means, with respect to any Person, (a) any Affiliate of such Person, (b) the respective directors, officers, partners, employees, advisors, agents, trustees and other representatives of such Person or any of its Affiliates and (c) the successors and permitted assigns of such Person or any of its Affiliates.

  • Related Persons means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents of or to such Person or any of its Affiliates.

  • Associated Persons means the directors, employees (whether full-time, part-time or casual), Related Bodies Corporate, agents, contractors, advisors and owners of Tabcorp and the Venue Operator, respectively, (as is applicable).

  • affiliated person promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Contractor Related Parties means any affliates of the Contractor and the Contractor's executive officers, Pennsylvania officers and directors, or owners of 5 percent or more interest in the Contractor.

  • Interested Person shall have the meaning given it in Section 2(a)(19) of the 1940 Act;

  • Designated Persons means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order; (b) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “SDN List”) or is otherwise the subject of any Sanctions Laws and Regulations; (c) in which an entity or person on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

  • Related Party means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the outstanding voting securities of the Sponsor.