Claims and Causes of Action. Rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete improvements, make repairs, or deliver services to the Property.
Claims and Causes of Action. All Actions of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof) pertaining to or arising out of the Business, and inuring to the benefit of the Seller, together with any and all Liens granted or otherwise available to Seller as security for collection of any of the foregoing;
Claims and Causes of Action. All claims and causes of action held by Seller against other persons arising from breaches, acts, omissions or events or damage to or destruction of property occurring prior to the Effective Time;
Claims and Causes of Action. All claims, defenses, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment related to the EMG Business or the Acquired Assets or Assumed Liabilities, excluding, however, any claims or rights under the insurance policies described in Section 1.2(i) and excluding any of the foregoing that relate to any Retained Assets or Retained Liabilities.
Claims and Causes of Action. Rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty, warranty, or a contract obligation to complete improvements, make repairs, or deliver services to the Property after the Closing; provided, however, that all rights, claims and causes of action referred to in this section shall remain the property of Seller to the extent same relate to, or entitle recovery by Seller as a result of Seller’s ownership of, the Property during the time period prior to the Closing.
Claims and Causes of Action. (i) Any and all intellectual --------------------------- property claims (to the extent related to the Intellectual Property) and (ii) any and all other claims and causes of action that may be asserted by Sellers against (x) any vendor to the extent that the relevant contract with such vendor is an "Assumed Contract" hereunder or the obligations to such vendor are Assumed Total Liabilities hereunder or (y) employees of the Business who become employees of Buyer as of the Closing Date; excluding from all of the foregoing, (A) claims or causes of action against parties listed on Schedule 1.2.4 hereto -------------- that are unrelated to the Business, (B) claims or causes of action under the avoidance provisions of the Bankruptcy Code or state fraudulent conveyance laws, and (C) claims against vendors (including claims for indemnity, contribution and reimbursement) that arose prior to the Closing Date (whether or not asserted prior to the Closing Date) with respect to services or supplies provided by such vendors to Sellers prior to the Closing Date and that do not relate to Assumed Contracts or Assumed Real Property Leases;
Claims and Causes of Action. All right, title and interest of Selling Parties in, to and under all rights, privileges, claims, causes of action and options relating or pertaining to the Business or the Acquired Assets;
Claims and Causes of Action. Except only as set forth expressly to the contrary in Exhibit “C” herein, all claims and causes of action of Seller, whether or not such claims or causes of action are the subject of an Action pending as of the Closing Date, including, without limitation, claims for relief, rights or recovery, rights of set-off, rights of contribution, rights of recoupment, counter-claims, cross-claims and defenses of Seller, and all preference, fraudulent transfer, or other avoidance claims and actions of Seller, including, without limitation, all such claims and actions arising under sections 510, 544, 545, 547, 548, 549 and/or 550 of the Bankruptcy Code.
Claims and Causes of Action. All claims and causes of action of Seller (not otherwise identified as an Asset above) including, without limitation, all preference or avoidance claims and actions of the Seller, including any such claims and actions arising under Chapter 5 of the United States Bankruptcy Code (the "Bankruptcy Code").
Claims and Causes of Action. All claims and causes of action of whatever nature against third parties, directly or indirectly, relating to, based upon or arising from events, circumstances, omissions or conditions existing or occurring on or before the Closing Date.
