Agent Claims definition

Agent Claims means the Claims for reasonable fees and expenses, including attorneys’ fees, incurred by the Agent during the Chapter 11 Cases.
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Agent Claims shall have the meaning ascribed thereto in Section 2.2(a) of this Agreement.
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Agent Claims means all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) an Agent or any such Agent Indemnified Party, even if groundless, false or fraudulent, so long as the claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (i) the acts or omissions of MatrixOne or the Representative under this Agreement, (ii) the appointment of any Agent as payment, exchange and escrow agent under this Agreement or (iii) the performance by any Agent of its powers and duties under this Agreement; provided that, Agent Claims shall not include claims that arise out of, result from, relate to or are based upon an action or omission of the Agent which constitutes gross negligence or willful misconduct. For the purposes hereof, the term “Agent Losses” shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys’, accountants’ and other professionals’ fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims. Upon the written request of any Agent or any such Agent Indemnified Party, MatrixOne agrees to assume the investigation and defense of any Agent Claim, including the employment of counsel acceptable to the applicable Agent Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Agent Indemnified Party shall have the right, and MatrixOne agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Agent Claim and participate in the investigation and defense thereof in the event that such Agent Indemnified Party shall have been advised by counsel that there exists a conflict of interest between such Agent Indemnified Party and MatrixOne. MatrixOne hereby agrees that the indemnifications and protections afforded the Agents in this section shall survive the termination of this Agreement.
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Examples of Agent Claims in a sentence

  • The NFIP Bureau and Statistical Agent Claims Coordinator and FEMA will annually conduct coordination training sessions, both pre- and post- event, in conjunction with the State Coastal Plans, adjusters, state and local officials, and insurers to train all participants.

  • The Olympus Bank Non-Administrative Agent Claims Class shall consist of all Olympus Bank Claims against a Subsidiary Debtor held by either (x) the Non-Administrative Agents under the Olympus Credit Agreement, or (y) a Person who is a Non-Administrative Agent under any other Co-Borrowing Credit Agreement, and, in each case, is not an Administrative Agent under any Co-Borrowing Credit Agreement.

  • The UCA Bank Administrative Agent Claims Class shall consist of all UCA Bank Claims against a Subsidiary Debtor held by the Administrative Agent under the UCA Credit Agreement.

  • The Olympus Bank Administrative Agent Claims Class shall consist of all Olympus Bank Claims against a Subsidiary Debtor held by the Administrative Agent under the Olympus Credit Agreement.

  • The Century Bank Administrative Agent Claims Class shall consist of all Century Bank Claims against a Subsidiary Debtor held by the Administrative Agent under the Century Credit Agreement.

  • The UCA Bank Non-Administrative Agent Claims Class shall consist of all UCA Bank Claims against a Subsidiary Debtor held by either (x) the Non-Administrative Agents under the UCA Credit Agreement, or (y) a Person who is a Non-Administrative Agent under any other Co-Borrowing Credit Agreement, and, in each case, is not an Administrative Agent under any Co-Borrowing Credit Agreement.

  • The Century Bank Non-Administrative Agent Claims Class shall consist of all Century Bank Claims against a Subsidiary Debtor held by either (x) the Non-Administrative Agents under the Century Credit Agreement, or (y) a Person who is a Non-Administrative Agent under any other Co-Borrowing Credit Agreement, and, in either case, is not an Administrative Agent under any Co-Borrowing Credit Agreement.

  • Class A5 -- Old Indenture Predecessor Class A5 consists of all Allowed Secured Claims of the Trustee and Old Indenture Old Indenture Predecessor Trustee and the Old Indenture Collateral Agent Claims: Collateral Agent against HJC.

  • Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the Initial Decision Maker with a copy sent to the Design Agent Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later.

  • The NFIP Bureau and Statistical Agent Claims Coordinator and FEMA will annually conduct coordination training sessions, both pre- and post-event, in conjunction with the State Coastal Plans, adjusters, state and local officials, and insurers to train all participants.


More Definitions of Agent Claims

Agent Claims means the Agency Fee, reimbursements for reasonable costs and expenses reasonably incurred, indemnifications and other amounts of any kind or nature owing to Collateral Agent in its capacity as such under this Agreement and/or the Agreed Orders.
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Related to Agent Claims

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an Affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; (c) or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a claim; provided that a Section 510(b) Claim shall not include any claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an equity interest.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Excluded Claims means: (a) Customer’s breach of Section 2.3 (Restrictions), (b) either party’s breach of Section 14 (Confidentiality) or (c) amounts payable to third parties under the indemnifying party’s obligations in Section 13 (Indemnification).

  • Related Claims means all Claims for Wrongful Acts based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, causally or in any other way.

  • DIP Claims means, collectively, the DIP ABL Claims and the DIP Term Loan Claims.

  • DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.

  • Agent Indemnitees Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Deficiency Claim Amount has the meaning set forth in Section 5.5(a).

  • Incurred claims means total claims paid during the experience period, adjusted for the change in claim reserve. (7-1-93)

  • Agent Professionals means attorneys, accountants, appraisers, auditors, business valuation experts, liquidation agents, collection agencies, auctioneers, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

  • Deficiency Claim means any portion of a Claim (a) to the extent the value of the holder’s interest in Assets securing such Claim is less than the amount of such Claim or (b) to the extent the amount of a Claim is subject to setoff is less than the amount of the Claim, each as determined by § 506(a) of the Bankruptcy Code.

  • Professional Fee Claims means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

  • First Lien Claims means, collectively, Claims against the Debtors arising under the Prepetition Term Loan Agreement.

  • 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.

  • Payment Claim means the claim for payment made by the Supplier in accordance with this Contract.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases under sections 503(b) and 507(a)(2) of the Bankruptcy Code including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates, (b) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code, (c) any fees or charges assessed against the Estates under section 1930 of chapter 123 of Title 28 of the United States Code, (d) all Claims arising under section 503(b)(9) of the Bankruptcy Code, and (e) the Prepetition Lenders Adequate Protection Claims.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Agent Parties has the meaning specified in Section 10.02(c).

  • Settlement Claim means a claim for settlement benefits made under the terms of this Settlement Agreement.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Pending Claims shall have the meaning set forth in Section 7.1(e).

  • Approved Claims means Settlement Claims in an amount approved by the Claims Administrator or found to be valid through the Dispute Resolution process.

  • Prepetition means arising or accruing prior to the Petition Date.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

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Most Referenced Definitions