Claim or Proceeding definition

Claim or Proceeding means any claim, action, suit, proceeding or arbitration including any Governmental Authority action, notification, investigation or audit.
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Claim or Proceeding means any third party claim, demand, action, suit, proceeding or arbitration including any Governmental Authority investigation.
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Examples of Claim or Proceeding in a sentence

  • Seller shall promptly notify Purchaser, and Purchaser shall promptly notify Seller, if, at any time from the Execution Date until the Closing, Seller or Purchaser, as the case may be, receives notice of any Claim or Proceeding of the type described in Section 8.8 or Section 9.8.

  • If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any Claim or Proceeding that the Indemnifying Party defends, including, if appropriate, making any counterclaim or cross-complaint.

  • A “Claim” subject to arbitration is any claim, dispute or controversy between you and us (other than an Excluded Claim or Proceeding as set forth below), whether preexisting, present or future, which arises out of or relates to the Account, these rules and regulations or any transaction conducted with us in connection with the Account or these rules and regulations.

  • Subject to Section 9.1, Buyer and Sellers agree to furnish or cause their Affiliates to furnish, to each other, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets or the Business as is reasonably necessary for the filing of all Tax Returns and other Tax filings, the preparation for any audit by any Taxing Authority and the defense of any Claim or Proceeding relating to Taxes of the Acquired Assets or the Business.

  • Except as set forth on Section 4.16 of the Sellers Disclosure Schedule, there is no material Claim or Proceeding which is pending or, to the Knowledge of Sellers, threatened against or relating to the Company Group, the Business or any Key Employee (with respect to the Business), or that relates to the transactions contemplated by this Agreement.

  • There is no Claim or Proceeding which is pending or, to such Seller’s Knowledge, threatened against, or affecting such Seller, which could reasonably adversely affect the ability of such Seller to consummate the transactions contemplated by this Agreement or the Related Agreements to which such Seller is a party.

  • In the event of any termination or expiration of this Agreement, the provisions of this Section 14.5, and Sections 8.2, 11 (with respect to any Claim or Proceeding then existing), 12, and 14.4 shall survive such termination or expiration, together with any other provision hereof that by its terms survives termination or expiration hereof and any other obligations that have accrued prior to the termination or expiration of this Agreement.

  • The indemnity is subject to the employee providing accurate information to the employer and co-operating reasonably with the employer in relation to the Claim or the Proceeding, including providing written statements to the employer in relation to the circumstances leading to or the subject of the Claim or Proceeding and, if relevant, the provision of reasonable assistance to the employer in formulating its own response to or defence of the Claim or Proceeding.

  • Notwithstanding the foregoing, the indemnifying party’s obligations are conditional upon the indemnified party and its Indemnified Representatives (if applicable): (a) promptly notifying the indemnifying party in writing of any such Claim or Proceeding; (b) cooperating with the indemnifying party in the defense or settlement thereof; and (c) allowing the indemnifying party sole control of the defense or settlement.

  • The Indemnifying Party shall assume, at its cost and expense, the defense of such Claim or Proceeding through its legal counsel selected and reasonably acceptable to the Indemnified Party, except that the Indemnified Party may, at its option and expense, select and be represented by separate counsel.

Related to Claim or Proceeding

  • Action or Proceeding means any lawsuit, proceeding, arbitration or other alternative resolution process, Governmental Authority investigation hearing, audit, appeal, administrative proceeding or judicial proceeding.

  • ADR Proceeding means either an Arbitration or a Mediation.

  • Actions or Proceedings means any action, suit, proceeding, arbitration or Governmental or Regulatory Authority investigation or audit.

  • Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

  • Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

  • Lawsuit means any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any of this Warrant, the Facility Agreement and the Registration Rights Agreement.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Criminal proceeding means a proceeding instituted by means of the swearing of an information, the laying of a charge or the return of an indictment, before a Court of competent jurisdiction in Canada with jurisdiction to hear and determine the charges referred to therein, alleging or charging that the "Insured" has contravened the provisions of any Provincial or Federal statute, including the Criminal Code, R.S.C. 1985 ch. C-46 as amended, which creates an offence or crime and which provides for conviction thereunder, whether by way of summary conviction or indictment, and as a result of which the "Insured" is liable to be convicted, fined or sentenced to some form of imprisonment or other punishment.

  • Adjudicatory proceeding means a contested case, a proceeding that may culminate in a contested case, a petition for declaratory order, a petition for expedited resolution of a negotiability dispute, or any other proceeding which may require the board or its designee to issue a decision, order, or ruling.

  • Legal Proceeding means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

  • Claim means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, whether civil, criminal, administrative, regulatory or other, and whether at law, in equity or otherwise brought against an Indemnified Person.

  • Appellate court means the Supreme Court, Court of Appeals, or both, as appropriate.

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.

  • Final Judgment means the Judgment Entered by the Court upon Granting Final Approval of the Settlement.

  • Receivership court means the court in the insolvent or impaired insurer's state having jurisdiction over the conservation, rehabilitation, or liquidation of the member insurer.

  • Court of competent jurisdiction means a federal court, or a state court that entered an order in a child custody proceeding involving an Indian child, as long as the state court had proper subject matter jurisdiction in accordance with this chapter and the laws of that state, or a tribal court that had or has exclusive or concurrent jurisdiction pursuant to 25 U.S.C. Sec. 1911.

  • Suit means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes:

  • Superior Court means the Superior Court of the District of Columbia.

  • Supreme Court means the North Carolina Supreme Court.

  • Competent Court means the Supreme Court of India or any High Court, or any tribunal or any similar judicial or quasi-judicial body that has jurisdiction in relation to issues relating to the Project.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • dispute resolution proceeding ’ means any process in which an alternative means of dispute resolution is used to resolve an issue in controversy in which a neutral is appointed and specified parties participate;

  • Trial court means the court or agency from which an appeal or judicial review is taken.

  • Delaware Court means the Court of Chancery of the State of Delaware.