Company Excluded Claims definition

Company Excluded Claims means a claim by a Buyer Indemnified Party under Section 9.3(a)(ii) based on Fraud committed by Company and the Escrow Participating Shareholders and any claim pursuant to a breach of any Company Fundamental Representation (including such breach of a Company Fundamental Representation made in the certificate to be delivered pursuant to Section 7.1(c)).
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Company Excluded Claims has the meaning set forth in Section 4(b).
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Company Excluded Claims means any Claims that the Departing Parties now have, or may have in the future, against the Company resulting from, relating to or arising out of or in connection with: (a) such Departing Party’s rights to indemnity under law or under the Indemnification Agreement; (b) such Departing Party’s rights to contribution or indemnification with respect to coverage under any applicable directors’ and officers’ insurance policy of the Company, if any; or (c) fraud, breach of fiduciary duty, or willful misconduct on the part of the Company. The Departing Parties represent and warrant that they have not assigned any of the Claims which are the subject of this Release.
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Examples of Company Excluded Claims in a sentence

  • The Company hereby represents and warrants that, other than the Company Excluded Claims, it is not aware of any claims it has or might have against Executive that are not included in the Company Released Claims.


More Definitions of Company Excluded Claims

Company Excluded Claims means all rights and claims of the Company against any Levy Released Parties arising after the Funding Date or under this Agreement.
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Company Excluded Claims means with respect to the Sellers, all claims for Losses based upon, arising out of or otherwise in respect of (a) the Georgia Litigation or (b) the matters subject to the Indemnity Agreement.
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Company Excluded Claims. The Claims released pursuant to this Section 4(b) are referred to herein as “Company Claims.” The Company, on behalf of itself and the Company Releasing Parties, hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Arbor Group Released Party or any member of the Arbor Group based upon any Company Claim.
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Company Excluded Claims means: (i) any non-waivable rights under governing law, (ii) claims to enforce the terms of this Agreement and to the consideration under this Agreement, (iii) rights in respect of any equity, equity awards, stock options, restricted stock, RSUs, and performance based awards of the Company or any affiliates thereof held by or awarded to the Executive, his affiliates (including, without limitation, any trust or estate planning vehicle), the Executive's family members, (iv) the Executive’s rights to indemnification and D&O, E&O and liability insurance protection, (v) vested rights under the Company’s retirement and welfare benefit plans, and (vi) rights to the Compensation and Benefits Accrued at Termination and the 2014 STIC Plan Payment. The Executive has read this Agreement carefully, and by signing below, confirms that he understands its terms and enters into it knowingly and of his own free choice. The Executive acknowledges that he has been given at least twenty-one (21) days to consider all of its terms and is being advised herein to consult with an attorney and any other advisors of the Executive's choice prior to executing this Agreement. The Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims seeking monetary of other relief against the Released Parties based on any claims lawfully released in this Agreement, including but not limited to any rights and claims under the Age Discrimination in Employment Act. If the Executive signs this Agreement before the end of the twenty-one (21) day period, he acknowledges he has done so voluntarily of his own free choice. The Executive also understands that the Executive has a period of seven (7) days after signing this Agreement within which to revoke his Agreement by delivering written notice of such revocation to the Company’s official who has signed this Agreement below, and that the Agreement is not effective and enforceable and neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight days have passed since the Executive's signing of this Agreement without the Executive's signature having been revoked, other than any accrued obligations or other accrued benefits payable. For good and valuable consideration, the undersigned Company representative, on behalf of the Company and each of the Company Part...
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Related to Company Excluded Claims

  • Excluded Capital Stock means:

  • Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Borrower from:

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Available Excluded Contribution Amount means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower in good faith, but excluding any Cure Amount) received (or deemed received) by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

  • Excluded Debt means (i) intercompany Indebtedness between or among the Borrower and any of its Subsidiaries, (ii) credit extensions under the Existing Credit Agreement and the Existing Securitization Facility, (iii) (x) credit extensions under any Indebtedness of any Subsidiary of the Borrower arising from cash pooling and related overdraft arrangements in the ordinary course of business and (y) credit extensions under any Indebtedness of any Subsidiary of the Borrower set forth on Schedule 1.01 (for the avoidance of doubt, excluding debt securities and syndicated credit facilities) and any refinancing, renewal, refunding, extension or replacement thereof (in each case, except to the extent constituting Indebtedness of the Borrower (other than a Guarantee by the Borrower) and excluding debt securities and syndicated credit facilities) in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder and (iv) other Indebtedness (other than debt securities and syndicated credit facilities) not included in clauses (i), (ii) and (iii) above in an outstanding aggregate principal amount not to exceed $150,000,000; provided, further, in no event shall any Indebtedness (other than credit extensions pursuant to immediately preceding clause (ii)) which gives effect (whether in whole or in part) to the refinancing, renewal, refunding, extension or replacement of the Borrower’s existing 6.625% Notes due 2016 constitute “Excluded Debt”.

  • Unresolved Claims shall have the meaning set forth in Section 9.6(b).

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.

  • Excluded Collateral shall have the meaning assigned to such term in the Security Agreement.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).