Specified Claims Sample Clauses

Specified Claims. Claims identified on the Listing of Liabilities as being subject to control other than as provided herein shall be controlled as provided in the Listing of Liabilities.
Sample 1Sample 2
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Specified Claims. The claims specified in this Schedule 2 (Specified Claims) are claims either arising out of or connected with the circumstances surrounding the Employee’s employment and its termination or the Employee’s directorships or his removal or resignation from them: 1 failure (or otherwise) to pay in lieu of notice or damages for termination of employment without notice under the Employment Rights Xxx 0000;
Sample 1
Specified Claims. The Debtor (i) shall consult with the Ad Hoc Group of Senior Noteholders (through its advisors) and the Official Committee with respect to any and all actions in connection with asserting, prosecuting, or choosing not to assert or prosecute any of the Specified Claims, including but not limited to by providing draft copies of any papers to be filed with any court or other decisionmaker or of any written communications with the FDIC-C, FDIC-R1, FDIC-R2, or Debtor Related Party, as applicable, in either case in respect of the Specified Claims as soon as reasonably practicable before such documents are filed or communications are sent and (ii) shall not settle any Specified Claim, commence any action in respect of any Specified Claim, or take any action in respect of any Specified Claim which would have the effect of impairing, releasing, compromising, waiving, or adversely impacting any of the Specified Claims without the prior written consent of the Required Ad Hoc Senior Noteholder Parties and the Official Committee.
Sample 1
Specified Claims. (a) Seller agrees following the Closing to use commercially reasonable efforts to pursue the defense or settlement of each Specified Claim and pay all losses, costs, damages, interest, penalties, and expenses (including attorneys’ fees, other professionals’ and experts’ fees, costs of investigation, settlement, defense, arbitration and court costs) (collectively, the “Section 5.6 Damages”) incurred in connection with such Specified Claim; provided, however, that Buyer agrees to pay Section 5.6 Damages up to but not in excess of $50,000 arising out of or resulting from the Portugal Employment Litigation Matter. Notwithstanding the foregoing, Buyer shall have the right to receive copies of all pleadings, notices and communications with respect to each Specified Claim to the extent that receipt of such documents by Buyer does not affect any privilege relating to Seller, and at Buyer’s sole cost, may participate in, but not to determine or conduct, any defense of each such Specified Claim or settlement negotiations with each such Specified Claim. If Seller fails to actively and diligently pursue the defense or settlement of any Specified Claim and Buyer has provided Seller with 30 days’ prior written notice of such failure, then, following the expiration of such 30-day period and provided that such failure has not been cured by Seller prior to the expiration of such 30-day period, Buyer may elect to assume the defense or settlement of any such Specified Claim. If Buyer assumes the defense or settlement of any Specified Claim, Buyer shall not be liable for any Section 5.6 Damages incurred in connection with the defense or settlement of any such Specified Claim and Seller agrees to indemnify and hold harmless Buyer from and against all Section 5.6 Damages incurred in connection with such defense or settlement, except Buyer agrees to pay Section 5.6 Damages up to but not in excess of $50,000 arising out of or resulting from the Portugal Employment Litigation Matter. At Seller’s request, Buyer shall cooperate as reasonably necessary with Seller in pursuing the defense or settlement of the Portugal Employment Litigation Matter.
Sample 1

Related to Specified Claims

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Unpaid Claims If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Double Claims The Purchasers shall not be entitled to recover from the Seller under this Agreement more than once in respect of the same Losses suffered.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

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