Third Party Assurances definition

Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given (i) to a third party by a Xxxxxx Entity in respect of any obligation of the Seller or any Affiliate of the Seller (other than a Xxxxxx Entity); and/or (as the context may require) (ii) to a third party by the Seller or any Affiliate of the Seller in respect of any obligation of a Xxxxxx Entity.
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Third Party Assurances means all guarantees, indemnities, counter indemnities and letters of comfort of any nature given (i) to a third party by a member of the Group in respect of any obligation of a member of the Retained Group; and/or (as the context may require) (ii) to a third party by a member of the Retained Group in respect of any obligation of a member of the Group;
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Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever:
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Examples of Third Party Assurances in a sentence

  • Purchaser shall use reasonable endeavours to ensure that at Closing, each member of Seller's Group is released in full from all Third Party Assurances listed in Schedule 9 given by any such member of Seller's Group in respect of obligations of any Target Company or JVCo and that replacements satisfactory to Seller acting reasonably, are put in place.

  • Seller shall use reasonable endeavours to ensure that at Closing, each Target Company or JVCo is released in full from all Third Party Assurances listed in Schedule 10 given by any such Target Company or JVCo in respect of obligations of any member of Seller's Group and that replacements satisfactory to Purchaser acting reasonably, are put in place.

  • Sellers shall use reasonable endeavours to ensure that at Closing each Target Company and JVCo is released in full from all Third Party Assurances listed in Schedule 10 given by any such Target Company or JVCo in respect of obligations of any member of Sellers' Groups and that replacements satisfactory to Purchaser acting reasonably, are put in place.

  • Pending release of these Third Party Assurances, the Purchaser shall indemnify each Seller and each member of their respective Groups against any and all Costs incurred by such Seller or the members of its Group arising after Closing under or by reason of such Third Party Assurances.

  • Intercompany Obligations; Third Party Assurances 43 SECTION 5.10.

  • Notwithstanding any other provision of this Agreement or any of the Transaction Documents, the Investor hereby covenants that if the Condition set out in clause 11.4 “Guarantees and other Third Party Assurances Closing” will have been waived, and Closing will have become effective, the Investor shall comply with its obligations under the above clause notwithstanding such waiver and upon the waiver of such Condition, the provisions thereof shall become a post Closing covenant as set out in clause 14.1.

  • Purchaser shall use reasonable endeavours to ensure that at Closing, and shall procure in any event that within three (3) months of Closing, each member of Sellers' Groups is released in full from all Third Party Assurances listed in Schedule 9 given by any such member of Sellers' Groups in respect of obligations of any Target Company or JVCo and that replacements satisfactory to Sellers acting reasonably, are put in place.

  • Pending release of any and all such Third Party Assurances, the Seller shall indemnify the Purchaser on an after tax basis against and all Costs of the Purchaser or its Affiliates arising after Closing under or by reason of each Third Party Assurance.

  • There are no Third Party Assurances given by or in favour of the Company or in respect of any of its assets or liabilities.

  • Other than those entered into in the ordinary course of its business or as set out in Exhibit 2 (Third Party Assurances), no Group Company is a party to nor is liable under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation (other than any other Group Company).


More Definitions of Third Party Assurances

Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given to a third party other than a Regulatory Authority by any member of the Codan Group, Intact Perimeter, CodanDK Perimeter or Tryg Perimeter in respect of any obligation of any member of another of the Codan Group, Intact Perimeter, CodanDK Perimeter or Tryg Perimeter (as applicable);
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Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever given to a third party by Mxxx and/or Mx. Xxx Xxxx and/or Electronics in respect of any obligation or liability of Systems or Lapis, for the avoidance of doubt, the above shall include all guarantees, obligations and/or liabilities of any nature whatsoever either Mxxx and/or Mx. Xxx Xxxx and/or Electronics may have, from time to time, towards any bank associated with the business and/or activities of Systems and/or Lapis; and
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Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature whatsoever given to a third party by Mund and/or Zvi Avni and/or Electronics in respect of any obligation or liability of Lapis and/or its Subsidiaries other than Electronics, for the avoidance of doubt, the above shall include all guarantees, obligations and/or liabilities of any nature whatsoever either Mund and/or Mr. Zvi Avni and/or Electronics may have towards any bank associated with the business and/or activities of Systems and/or Lapis.
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Third Party Assurances means all guarantees, indemnities, counter indemnities and letters of comfort of any nature given to a third party by a member of the CPW Group in respect of any obligation of a member of the Newco Group, including without limitation those listed in Exhibit 1;
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Third Party Assurances means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given (i) to a third party by a Target Company in respect of any obligation of a member of the Sellers’ Group; and/or (as the context may require), (ii) to a third party by a member of the Sellers’ Group (or on its behalf or for its benefit) in respect of any obligation of a Target Company or in respect of any Business Contract or in respect of the contract referred to in paragraph (a) of Part C of Schedule 2 (and, for the avoidance of doubt, including any guarantees, indemnities, counter-indemnities and letters of comfort of any nature given by Fortis Bank pursuant to or in accordance with the contract referred to in paragraph (a) of Part C of Schedule 2);
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Related to Third Party Assurances

  • Third Party Contractor as used in the Student Data Protection Act and “Operator” as used in COPPA. De-Identified Information (DII): De-Identification refers to the process by which the Contractor removes or obscures any Personally Identifiable Information (“PII”) from Education Records in a way that removes or minimizes the risk of disclosure of the identity of the individual and information about them.

  • Third Party Vendor means any person or entity that provides SaaS, third party software and/or related intellectual property. “Work” means any additional work the Customer requests Singtel to perform in relation to the Service.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Third Party Supplier means a third party manufacturer and/or licensor of Products.

  • Third-party logistics provider means an entity that provides

  • Third Party Owner means any person who is the legal or beneficial owner (including a Lessor) of any Assets used or occupied by, or in the possession of the Deed Company as at the Appointment Date.

  • Third Party Agreement has the meaning provided in Section 5(a) hereof.

  • Third Party Agent means any provider of services to the Client (other than the Custodian, a Subcustodian or Delegate under this Agreement) including any Investment Manager, adviser or sub-advisor, distributor, broker, dealer, transfer agent, administrator, accounting agent, audit firm, tax firm, or law firm.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Third-party payer means an entity that is, by

  • Third Party Consent means any permission, consent, license, agreement, authorization or “right to use” required, from a third party (whether under a Third Party Agreement or otherwise):

  • Third Party Content means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Third Party Manufacturer means any person, firm or company which carries out the reproduction of Work and/or manufactures and/or prints the Licensed Publication on behalf of the Licensee;

  • Third Party Applications means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.

  • Third Party Provider means licensors, subcontractors and suppliers of BNYM furnishing the Third Party Products.

  • Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.”

  • Third Party Providers or “TPPs” means any payment service provider that provides payment services to you or someone else that concerns the Account, for example, an AISP (described in Clause 1(c) below).

  • Third Party Subcontract means a subcontract entered into by the Third Party Contractor with a Third Party Subcontractor, or a Third Party Subcontractor with another Third Party Subcontractor at any tier, and is supported in whole or in part with the federal assistance originally derived from FTA, or non- federal share dedicated to the Recipient’s Underlying Agreement.

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party Costs means all such third party costs (including legal and other professional fees) in respect of each Individual Scheme as a Partner reasonably and properly incurs in the proper performance of its obligations under this Agreement and as agreed by the Partnership Board. Working Day means 8.00am to 6.00pm on any day except Saturday, Sunday, Christmas Day, Good Friday or a day which is a bank holiday (in England) under the Banking & Financial Dealings Act 1971.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;