Contingent Gain means any claim or right of any member of the Vishay Group or the VPG Group, whenever arising, against any Person, other than a Person released or intended to be released from a claim or other right under Article V; provided, that (i) such claim or right has accrued as of the Distribution Date, and (ii) the existence or scope of the claim or right against such other Person was not acknowledged, fixed or determined in any material respect as of the Distribution Date as a result of a dispute or as a result of any other uncertainty due to the failure of such claim or right to have been discovered or asserted as of the Distribution Date. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Distribution Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Distribution Date such that the claim or right, were it to have been asserted in an Action on or prior to the Distribution Date, would not be dismissed by a court on ripeness or similar grounds, regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto.
Contingent Gain has the meaning set forth in Section 5.01(b).
Contingent Gain means any claim or other right of QUALCOMM or Leap or any of their respective Affiliates, whenever arising, against any Person other than QUALCOMM, Leap or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto.
Examples of Contingent Gain in a sentence
Each of Vishay and VPG shall have the sole and exclusive authority to commence, prosecute, settle, manage, control, conduct, waive, forego, release, discharge, forgive and otherwise determine all matters whatsoever with respect to any such Exclusive Vishay Contingent Gain or Exclusive VPG Contingent Gain, as the case may be.
The party with a minority interest in such Shared Contingent Gain shall not take, or permit any member of its Group to take, any action (including commencing any Action) that would interfere with such rights and powers of the other party.
The Company and Parent will have the exclusive right to any benefit received with respect to any contingent gain that primarily relates to the business of, or that is expressly assigned to, the Company or Parent, respectively (an "Exclusive Contingent Gain").
Each of the Company and Parent will have sole and exclusive authority to manage, control and otherwise determine all matters whatsoever with respect to an Exclusive Contingent Gain that primarily relates to its respective business.
Parent may elect not to pursue any Shared Contingent Gain for any reason whatsoever, including a different assessment of the merits of any action, claim or right or any business reasons that are in the best interest of Parent without regard to the best interests of the Company, and Parent will have no liability to any Person, including the Company, as a result of any such determination.
More Definitions of Contingent Gain
Contingent Gain means any claim or other right of Allergan, AMO or any of their respective Affiliates, whenever arising, against any Person other than Allergan, AMO or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Distribution Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Distribution Date, such that the claim or right, were it asserted in an Action on or prior to the Distribution Date, would not be dismissed by a court on ripeness or similar grounds.
Contingent Gain means any claim or other right of Xxxxxxx-Xxxxx Squibb, Xxxxxx or any of their respective Affiliates, whenever arising, against any Person other than Xxxxxxx-Xxxxx Squibb, Xxxxxx or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Distribution Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Distribution Date, such that the claim or right, were it asserted in an Action on or prior to the Distribution Date, would not be dismissed by a court on ripeness or similar grounds. Notwithstanding the foregoing, none of (i) any Insurance Proceeds, (ii) any Excluded Assets, (iii) any reversal of any litigation or other reserve, or (iv) any matters relating to Taxes (which are governed by the Tax Sharing Agreement) shall be deemed to be a Contingent Gain.
Contingent Gain means any claim or other right, other than claims or rights related to Taxes (which are governed by the Tax Matters Agreement), of Duke Energy, Spectra Energy or any of their respective Affiliates, whenever arising, against any Person other than Duke Energy or Spectra Energy, or any of their respective Affiliates, if and to the extent that:
(i) such claim or other right has accrued as of the Effective Time (based on then existing Law); and
(ii) the existence or scope of the obligation of such other Person as of the Effective Time with respect to such claim or other right was not acknowledged, fixed or determined due to a dispute or other uncertainty as of the Effective Time or as a result of the failure of such claim or other right to have been discovered or asserted as of the Effective Time (it being understood that the existence of any pending, threatened or contemplated Action (or any contingent asset reflected in the consolidated financial statements in accordance with generally accepted accounting principles as applied in the U.S.) as of the Effective Time with respect to any claim or other right shall not be sufficient for such claim or other right to be considered acknowledged, fixed or determined).
Contingent Gain means any claim or right of a member of the ECC Group or the Company Group, whenever arising, against any Person (other than a member of the ECC Group or the Company Group); provided, that (i) such claim or right has accrued as of the Distribution Date, and (ii) the existence or scope of the claim or right against such other Person was not acknowledged, fixed or determined in any material respect as of the Distribution Date as a result of a dispute or other uncertainty due to the failure of such claim or right to have been discovered or asserted as of the Distribution Date. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Distribution Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Distribution Date such that the claim or right, where it is asserted in an Action on or prior to the Distribution Date would not be dismissed by a court on ripeness or similar grounds, regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto.
Contingent Gain means any claim or other right of DHPI or RP or any of their respective Affiliates, whenever arising, against any Person other than DHPI, RP or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto.
Contingent Gain means any claim, right, cause of action, warranty, --------------- guarantee, refund, right of recovery or right of set-off, including any right or claim against a supplier or customer (for the purposes of this definition, a "claim") of PG&E, ETrans, GTrans or Gen or any member of their respective Groups, whenever arising, against any Person other than Parent, PG&E, ETrans, GTrans or Gen or any member of their respective Groups, if and to the extent that (a) such claim has accrued as of the Transfer Date (based on then existing Law) and (b) the existence or scope of the obligation (arising from such claim) of such other Person as of the Transfer Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Transfer Date or as a result of the failure of such claim to have been discovered or asserted as of the Transfer Date. A claim meeting the foregoing definition shall be considered a Contingent Gain, regardless of whether there was any Action pending, threatened or contemplated as of the Transfer Date with respect thereto. For purposes of the foregoing, a claim shall be deemed to have accrued as of the Transfer Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Transfer Date, such that the claim, were it asserted in an Action on or prior to the Transfer Date, would not be dismissed by a court on ripeness or similar grounds. Notwithstanding the foregoing, none of the following shall deemed to be a Contingent Gain: (i) any payment to any member of the Parent Group, the PG&E Group, the ETrans Group, the GTrans Group or the Gen Group pursuant to or in respect of the Master Separation Agreement or any of the Ancillary Agreements or Operating Agreements, (ii) any Insurance Proceeds, (iii) any Retained Asset, (iv) any reversal of any litigation reserve or other reserve, or (v) any matters relating to Taxes (which are governed by the Tax Matters Agreement).
Contingent Gain means any claim or other right of Astronics, MOD-PAC or any of their respective Affiliates, whenever arising, against any Person other than Astronics, MOD-PAC or any of their respective Affiliates, if and to the extent that (i) such claim or right has accrued as of the Distribution Date (based on then existing law) and (ii) the existence or scope of the obligation of such other Person as of the Distribution Date was not acknowledged, fixed or determined in any material respect, due to a dispute or other uncertainty as of the Distribution Date or as a result of the failure of such claim or other right to have been discovered or asserted as of the Distribution Date. A claim or right meeting the foregoing definition shall be considered a Contingent Gain regardless of whether there was any Action pending, threatened or contemplated as of the Distribution Date with respect thereto. For purposes of the foregoing, a claim or right shall be deemed to have accrued as of the Distribution Date if all the elements of the claim necessary for its assertion shall have occurred on or prior to the Distribution Date, such that the claim or right, were it asserted in an Action on or prior to the Distribution Date, would not be dismissed by a court on ripeness or similar grounds. Notwithstanding the foregoing, none of (i) any Insurance Proceeds, (ii) any Excluded Assets, (iii) any reversal of any litigation or other reserve, or (iv) any matters relating to Taxes (which are governed by the Tax Sharing Agreement) shall be deemed to be a Contingent Gain.