Assigned Claims. Assignor’s Claim Amount (as at the date of assignment): Traded Portion (amount): Assignment Effective Date:
Assigned Claims. Assigned Claims" shall mean, collectively, those claims that (1) Transtech assigned to the Cooperating PRP Group pursuant to an undated Settlement Agreement, an Amendment to Settlement Agreement made as of August 29, 1995, and a Second Amendment to Settlement Agreement made as of December 16, 1998, copies of which are attached collectively as Exhibit 2 to this Agreement and made a part of it and (2) which claims also arise out of or relate to Transtech's liabilities at the Carlstadt Site. The Cooperating PRP Group and Transtech represent that the Agreements referred to in this definition of "Assigned Claims" relate only to Transtech's liabilities at the Carlstadt site and that the assignment is limited to those claims.
Assigned Claims. The Assigned Claims as defined and described in Appendix I attached to this Agreement are not released, settled or affected by this Agreement, and Raytheon may receive distributions as the holder of a Class 7 Claim under the Plan with respect thereto. The Debtors and the Committee reserve all rights to object to the Assigned Claims.
Assigned Claims. The Borrower hereby assigns to the Security Agent all of its present, future, conditional and unconditional claims, rights, title and interest (whether actual or contingent) against all of the Borrower’s clients and/or suppliers/service providers originating from supplies of goods and/or services by or to the Borrower (e.g. claims for payment of any amounts collected by such service providers from the Borrower’s clients and not yet disbursed to the Borrower) and/or against credit institutions of the Borrower in respect of deposits held by them for the Borrower (the “Account Receivables”), including but not limited to those set forth in Exhibit 3 (all such assigned claims the: “Assigned Claims’, and the assignment of the Assigned Claims: the “Security”). The Security Agent accepts the assignment of the Assigned Claims pursuant to the preceding sentence.
Assigned Claims. Schedule 1.1(c) Encumbrances Schedule 1.1(d) Knowledge Schedule 3.2(c) Payoff Indebtedness Schedule 7.2 Operation of the Acquired Companies Schedule 7.10 Credit and Performance Support Obligations Schedule 7.19 Bank Accounts Schedule 7.20 Termination of Affiliate Arrangements Schedule 8.1(a) Competition Law Filings Company Disclosure Schedules This Equity Purchase Agreement (this “Agreement”) is made as of November 12, 2018, by and among HollyFrontier LSP Holdings LLC, a Delaware limited liability company (the “Purchaser”), Xxxxxxxxx Holdings L.P., an exempted limited partnership registered in the Cayman Islands (the “Cayman Seller”), acting by its general partner, Xxxxxxxxx Holdings GP, Ltd. (the “Seller GP”), Xxxxxxxxx Co-Op LLC, a Delaware limited liability company (the “U.S. Seller”, and, together with the Cayman Seller, the “Sellers”), Xxxxxxxxx Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijheid) (the “Dutch Parent Company”), and Xxxxxxxxx US Holdings Inc., a Delaware corporation (the “U.S. Parent Company”, and, together with the Dutch Parent Company, the “Company”). For the purposes of this Agreement, unless the context requires otherwise, all references to the “Company” shall mean the Dutch Parent Company and U.S. Parent Company acting together and on behalf of their respective Subsidiaries. Capitalized terms that are used in this Agreement and not otherwise defined herein will have the respective meanings ascribed to such terms in Article 1.
Assigned Claims. The Purchaser acknowledges and agrees that prior to the Closing Date, the Sellers, the U.S. Parent Company and Xxxxxxxxx, LLC will enter into an Assignment and Litigation Support Agreement in the form attached hereto as Exhibit E (the “Support Agreement”).
Assigned Claims. To the extenx (x) assignable under the terms of the applicable insurance policies and applicable law, (ii) not previously assigned to CYTEC pursuant to the Assignment of Environmental Insurance Claims and the Assignment of Specified Insurance Claims, each dated as of December 17, 1993 (the "Claims Assignments") and (iii) not previously released by the WH Parties under settlements of litigation or otherwise, WH hereby assigns to CYTEC all Non-Berdan Insurance Claims, known or unknown, that relate excluxxxxxx to Assumed Liabilities and that do not relate in any respect to Assumed Environmental Liabilities (as defined in the EMA) or Retained Liabilities (the "Assigned Claims"). For the avoidance of doubt, Assumed Liabilities for personal injury or products liability arising from exposure to asbestos or asbestos-containing products or exposure to any other chemical in the workplace environment or to any product manufactured by WH and sold in the ordinary course of business, including without limitation lead pigment are not Assumed Environmental Liabilities for purposes of this Section 2(b). At least forty-five (45) days before pursuing any Insurance Claims that CYTEC believes qualify as Assigned Claims, CYTEC shall notify WH of its intention to pursue such Insurance Claims and provide sufficient supporting information to afford WH a reasonable opportunity to confirm that such claims so qualify. If, after reviewing such notice and supporting information in good faith during such forty-five (45) day period, WH determines in its reasonable discretion that any or all of such Insurance Claims do not qualify as Assigned Claims, WH shall so notify CYTEC and such determination shall be binding on CYTEC.
Assigned Claims. The City warrants and represents that the employees of Mountain Water have assigned to the City any and all claims relating to any “post-retirement benefits other than pensions,” which the City then asserted in the District Court Action, and that the City has full authority to settle the Assigned Claims.
Assigned Claims. Punitive Damages Claims, or any other claims of any kind or nature against any other Defendant in MDL 2179 other than the Transocean Released Parties.
Assigned Claims a. On the Agreement Date, but subject to approval of this Settlement Agreement by the Bankruptcy Court, MCK shall, and does hereby, assign, convey and transfer to Entrata all of the claims that MCK has asserted against any of Xxxxxxxxx.xxx, Inc., Xxxxxxx, Xxxxx & Xxxx, LLP and Xxxx X. Xxxxxx in the MCK Action (“Assigned Claims”). Each of MCK and Verso jointly and severally warrants and represents to Entrata that neither has assigned to any person any portion of the Assigned Claims.
b. Verso shall use its commercially reasonable efforts to cooperate with Entrata in its prosecution of the Assigned Claims, and, in doing so, Verso shall make available to Entrata and its counsel, at reasonable times and places and upon reasonable notice, any employees of Verso (or any of its subsidiaries) whom Entrata reasonably believes may have direct knowledge of any matter at issue relating to the Assigned Claims for purposes of giving testimony with respect thereto. In addition, Verso shall request such employees to consider, and sign if accurate, affidavits prepared by Entrata’s counsel concerning dealings with Xxxxxxxxx.xxx, Inc., Xxxxxxx, Xxxxx & Xxxx, LLP and Xxxx X. Xxxxxx. Entrata shall reimburse Verso or any such employees for any out-of-pocket expenses incurred by them in giving any such testimony.
