Seller Protected Parties definition

Seller Protected Parties has the meaning set forth in Section 10.1(b).

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Seller Protected Parties has the meaning set forth in Section 6.4(b).

Seller Protected Parties. Section 11.2 "Software" Section 1.1(h)

Examples of Seller Protected Parties in a sentence

In addition, the Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and other obligations of the Purchaser and its Affiliates which relate to the ownership of the Assets in the period on and after the Completion Date and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations after the Completion Date.
The Seller Protected Parties may make no claim against the Buyer for indemnification pursuant to Section 11.2(i) unless and until the aggregate amount of Losses with respect to such claims exceeds Five Million Dollars ($5,000,000.00) (the "Seller's Deductible") in which event the Seller Protected Parties may claim indemnification for the amount of such Losses in excess of the Seller's Deductible.
The Purchaser Protected Parties or the Seller Protected Parties, as the case may be, will provide to the Indemnifying Party, as promptly as practicable thereafter, such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the claim asserted, so long as such disclosure would not violate the attorney-client privilege of the Purchaser Protected Parties or the Seller Protected Parties, as the case may be.
No investigation or other examination of VNG by Buyer, its designee or representatives, or of Buyer by Seller, its designee or representatives, shall affect the term of survival of any representation or warranty contained herein or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Buyer Protected Parties or the Seller Protected Parties (collectively, the "Protected Parties") to seek indemnification hereunder.
With the exception of the parties to this Agreement, the Purchaser Protected Parties and Seller Protected Parties, there shall exist no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

More Definitions of Seller Protected Parties

Seller Protected Parties has the meaning set forth in Section 12.2.

Seller Protected Parties means the Seller and its Affiliates;

Seller Protected Parties means Sellers’ legal and financial advisors, M▇. ▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇ ▇▇▇▇▇▇, M▇. ▇▇▇▇▇ Giesbreacht and all persons (other than M▇. ▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇ and/or Mr. Giesbreacht) serving as an officer or director of one or more of the Sellers after the Petition Date with respect to post-petition conduct or activities of such officers or directors.

Seller Protected Parties. Section 11.2 "Taxes" Section 11.8

Seller Protected Parties has the meaning set forth in Section 11.2. "SUBSIDIES" has the meaning set forth in Section 1.1(g) hereof.

Seller Protected Parties is defined in Section 7.07(a).

Seller Protected Parties shall have the meaning set forth in Section 10.18. “Software” means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code or other form; (b) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; (c) data, databases and compilations of data, whether machine readable or otherwise; and (d) documentation and other materials related to any of the foregoing, including user manuals and training materials. “Target Net Working Capital” shall mean One Thousand and 00/100 U.S. Dollars ($1,000.00). “Tax” or “Taxes” shall mean all taxes, charges, fees, levies or like assessments in the nature of a tax (whether U.S. federal, state, local or foreign) based upon or measured by income and any other tax whatsoever, including single business, gross receipts, profits, premium, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, unemployment, excise, windfall profits, license, occupation or real or personal property taxes, together with any interest, penalties or additions to tax resulting from, attributable to, or incurred in connection with any such taxes or any contest or dispute thereof. “Third-Party Claim” shall have the meaning set forth in Section 8.4. “Transition Services Agreement” shall mean the Transition Services Agreement between Seller and Buyer in substantially the form attached as Exhibit H to be executed and delivered at the Closing. “U.S. Taxing Authority” shall mean any taxing authority of the United States of America, any state thereof or the District of Columbia and any local governmental subdivision thereof.