Seller Protected Parties definition

Seller Protected Parties has the meaning set forth in Section 10.1(b).
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Seller Protected Parties. Section 11.2 "Software" Section 1.1(h)
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Seller Protected Parties has the meaning set forth in Section 12.2.
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Examples of Seller Protected Parties in a sentence

  • 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.

  • For the avoidance of doubt, nothing contained in this Agreement shall relieve or limit the liability of any Seller Protected Parties under any of the Restrictive Covenant 46 Agreements, the Advertising Purchase Agreement or the Transition Services Agreement in accordance with the terms of such agreements, in each case, to the extent that such Seller Protected Party is a party to such agreement.

  • 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.

  • In no event shall the Seller's aggregate obligation to indemnify the Buyer Protected Parties nor the Buyer's aggregate obligation to indemnify the Seller Protected Parties under Section 11.1(i), 11.1(ii), and 11.2(i), respectively, of this Agreement exceed $100 million.


More Definitions of Seller Protected Parties

Seller Protected Parties shall have the meaning set forth in Section 8.4.
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Seller Protected Parties means the Seller and its Affiliates;
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Seller Protected Parties means Sellers’ legal and financial advisors, Mx. Xxxxxxx, Mx. Xxxxx Xxxxxx, Mx. Xxxxx Giesbreacht and all persons (other than Mx. Xxxxxxx, Mx. Xxxxxx 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.
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Seller Protected Parties has the meaning set forth in Section 11.2. "SUBSIDIES" has the meaning set forth in Section 1.1(g) hereof.
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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. ARTICLE II
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Seller Protected Parties. Section 11.2 "Taxes" Section 11.8
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Related to Seller Protected Parties

  • Protected Parties means the following Persons: (a) the Debtors; (b) Reorganized BSA; (c) the Related Non- Debtor Entities; (d) the Local Councils; (e) the Contributing Chartered Organizations; (f) the Settling Insurance Companies, including Hartford; and (g) all of such Persons’ Representatives; provided, however, that no Perpetrator is or shall be a Protected Party. Notwithstanding the foregoing, a Contributing Chartered Organization shall be a Protected Party with respect to Abuse Claims only as set forth in the definition of “Abuse Claim.”

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • British Protected Person means a member of any class of persons declared to be British Protected Persons by Order in Council under the British Nationality Act 1981, or by virtue of the Solomon Islands Act 1978.

  • Electronic Protected Health Information means Protected Health Information that is maintained in or transmitted by electronic media.

  • Electronic Protected Health Information (EPHI) means Protected Health Information that is transmitted by electronic media or maintained in any medium described in the definition of electronic media at 45 CFR 160.103.

  • Interested Parties means, with respect to a structured settlement, the payee, a beneficiary irrevocably designated under the annuity contract to receive payments following the payee’s death, the annuity issuer, the structured settlement obligor, and any other party that has continuing rights or obligations under the structured settlement.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Information Disclosure Requirements means the requirements to disclose information under:

  • 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.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Environmental Policy means to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment, including any written environmental policy of the Customer;

  • Mentor Protégé means the Comptroller of Public Accounts’ leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/.

  • Dodd-Frank Act means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Broad-Based Black Economic Empower-ment Act means the Broad-Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

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

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Flood Insurance Regulations means (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.

  • Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

  • Information Assets means any information, including Confidential Information, necessary to the operation of either party that is created, stored, transmitted, processed, or managed on any hardware, software, network components, or any printed form, or is communicated orally. “Information Assets” does not include information that has been transferred from the Disclosing Party to the Receiving Party under applicable laws, regulations, and agency guidance, and that is being maintained and used by the Receiving Party solely for purposes that are not Contractor Covered California Functions.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Mentor Protégé means the Comptroller of Public Accounts’ leadership program found at: http://www.window.state.tx.us/procurement/prog/hub/mentorprotege/.

  • Information Acts means the Data Protection Legislation, FOIA and the EIR, as amended from time to time; Intellectual Property Rights or IPRs means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade names, designs, know-how, trade secrets and any modifications, amendments, updates and new releases of the same and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

  • Parent Related Parties means, collectively, (i) Parent or Merger Sub; and (ii) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub.