Claims or Actions definition

Claims or Actions means any claims, demands or causes of action (whether based in contract, tort, common law, statute or otherwise) arising in connection with this Agreement or any part of this Agreement (including, but not limited to, the Warranties) or relating to the Shares or their sale to the Purchaser.
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Claims or Actions means any claims, demands or causes of action (whether based in contract, tort or statute, or otherwise arising) in respect of this document or any part of it (including but not limited to the Seller Warranties and indemnities given under this document) or relating to the Sale Shares or their sale or to any aspect of the Sale Group Companies or their affairs.
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Examples of Claims or Actions in a sentence

  • The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement will continue if the Indemnitee ceases to be a director, officer, employee or agent of the Company for any Claims or Actions arising out of Indemnitee’s relationship with the Company and notwithstanding a Claim is made or Action filed or threatened after the Indemnity terminates such relationship and will enure to the benefit of the heirs, executors and administrators of the Indemnitee.

  • The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement will continue if the Indemnitee ceases to be a director, employee or agent of the Company for any Claims or Actions arising out of Indemnitee’s relationship with the Company and notwithstanding a Claim is made or Action filed or threatened after the Indemnity terminates such relationship and will enure to the benefit of the heirs, executors and administrators of the Indemnitee.

  • For purposes of any indemnification hereunder, “Liabilities” shall be deemed also to include any and all damages, claims, suits, judgments, fines, penalties, costs and expenses of any kind or character, including attorney’s fees and expenses, out-of-pocket costs of investigation and preparation, expert witness costs and any other fees and expenses associated with the defense of any Action whether relating to Third Party Claims or Actions against the other party hereto.

  • For purposes of any indemnification hereunder, "Liabilities" shall be deemed also to include any and all damages, claims, suits, judgments, fines, penalties, costs and expenses of any kind or character, including attorney's fees and expenses, costs of investigation and preparation, expert witness costs and any other fees and expenses associated with the defense of any Action whether relating to Third Party Claims or Actions against the other party hereto.

  • Except as otherwise prohibited by applicable law, Discovery agrees to (i) promptly notify FoundryCo when it engages in settlement discussions with respect to any such Claims or Actions, and (ii) keep FoundryCo regularly apprised with respect to any such settlement discussions.

  • The provisions of this Section shall apply to any antitrust or unfair competition Claims or Actions by Discovery against or involving Intel Corporation (including its Affiliates), and notwithstanding herein to the contrary, any such Claim or Action involving Intel Corporation may not be settled without the prior, written consent of FoundryCo, which consent shall not be unreasonably withheld.

  • In addition to any other provisions which by their terms are intended to survive expiration or termination of this Contract, the following provisions shall survive any expiration or termination of this Contract: Section 17, EFC’s Right to Withhold Payments and Setoff; Section 18, Indemnification; Section 25, Confidentiality and Non-Disclosure; Section 27, Release by the Firm; Section 28, Claims or Actions Related to this Contract; Section 34, No Arbitration; and, Appendix C, Payment and Reporting.

  • There are no Claims or Actions pending or, to Seller’s Knowledge, threatened under any Environmental Law relating to the Project or the Project Site.

  • Notwithstanding anything to the contrary in the this Agreement, none of Supplier's Indemnified Parties nor Buyer's Indemnified Parties will be permitted to recover any consequential, indirect, special or punitive damages arising out of or related to this Agreement, regardless of the form of the Claim or Action, including without limitation Claims or Actions for indemnification, tort, breach of contract, warranty, representation or covenant.

  • Notwithstanding anything to the contrary in this Agreement, none of Supplier's Indemnified Parties nor Buyer's Indemnified Parties will be permitted to recover any consequential, indirect, special or punitive damages arising out of or related to this Agreement, regardless of the form of the Claim or Action, including without limitation Claims or Actions for indemnification, tort, breach of contract, warranty, representation or covenant.

Related to Claims or Actions

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • 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.

  • Claim means any action, claim, obligation, liability, expense, lawsuit, demand, suit, inquiry, hearing, investigation, notice of a violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise, whether pursuant to contractual obligations or otherwise.

  • Causes of Action means any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.

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