Continuing Claims definition

Continuing Claims means those claims set out in Section I of Schedule “D” of this Agreement.

Continuing Claims means (a) Priority Legal Issue 1; (b) the Strike Out Application insofar as it relates to Priority Legal Issue 1; (c) the Partial Discharge Issue; (d) the Gross- up Argument; and any and all Claims and Rights that any Party has or may have in relation to the foregoing (a), (b), (c), (d) or arising under or from this Agreement, the Reserve and Reimbursement Agreement and/or the 7(f) Application Settlement;

Continuing Claims means all suits, claims, actions, arbitrations, inquiries, proceedings or investigations by or before any court, arbitral tribunal, administrative agency or commission or other governmental, regulatory or administrative agency or commission against Seller or any of the Acquired Subsidiaries that arise from facts or events occurring prior to the Closing Date relating to bodily injury, property damage or worker's compensation and that would fall under Seller's automobile, general liability, or worker's compensation coverage.

Examples of Continuing Claims in a sentence

• Sellers’ Representative shall continue to hold such amounts to support the Sellers’ indemnification obligations with respect to such Continuing Claims until the final resolution thereof in accordance with the terms of this Agreement.

• Upon final resolution of all Continuing Claims or, if there are not any Continuing Claims at the Termination Date, after the Termination Date, all remaining amounts in the Account will be paid promptly to the Principal Stockholder or its designee and the Account will be closed.

• Buyer agrees and acknowledges that the insurance policies listed on Section 3.16 of the Seller Disclosure Schedule are maintained by Seller and that immediately after the Closing, the Acquired Subsidiaries will no longer be designated insureds thereunder and, except to benefit Seller with respect to Continuing Claims assumed by Seller, such insurance policies will cease to insure any of the business, operations, assets, or affairs of the Acquired Business.

• US Holdco's right to deliver a Request for Adjustment and to adjust the Merger Consideration pursuant to this Agreement after the Termination Date shall continue only with respect to such Continuing Claims.

• Upon the full and final resolution of any Continuing Claims, all remaining funds in the Retention Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(a).

• Upon the full and final resolution of any Continuing Claims in respect of any Specified Matters, all remaining funds in the Specified Matters Escrow Fund shall be distributed to the Members in accordance with the procedures set forth in this Section 10.7(c).

• Each Seller may terminate its health plans after expiration of all Continuing Claims and COBRA Obligations.

• As soon as the Continuing Claims are resolved pursuant to the procedures set forth in this Section 10, Buyer shall direct the Escrow Agent to release any associated Retained Amount held by the Escrow Agent pursuant to the terms of the Escrow Agreement to Seller.

• Upon the final resolution of all Continuing Claims, Regency and Member shall promptly execute Joint Instructions instructing the Escrow Agent to release and disburse any remaining Escrow Funds, in excess of the Damages relating to such Continuing Claim to which a Regency Indemnitee is entitled and which have been distributed or otherwise paid to such Regency Indemnitee, to Member.

• In the event that there exist Continuing Claims as of the General Expiration Date, as soon as all such Continuing Claims have been resolved, then Parent and the Securityholder Representative shall provide a joint written instruction to the Escrow Agent instructing it to distribute the retained amount, if any, that was retained for purposes of satisfying such claims that was not needed to satisfy such claims.

More Definitions of Continuing Claims

Continuing Claims has the meaning set forth in Section 6.9(a).

Continuing Claims means (x) any and all Claims in favor of Lender or any other of the Lender Parties (including, without limitation, any rights of indemnification in favor of Lender or any other of the Lender Parties) arising under (i) Sections 10.2 or 10.11 of the Loan Agreement, (ii) that certain Environmental Indemnity Agreement, dated as of April 11, 2014, made by Borrower and Hendon Guarantor in favor of Lender, (iii) fraud, whether occurring prior to, on, or subsequent to the date that the DPO Conditions have been satisfied pursuant to this letter agreement, and/or (iv) the Guaranty, except to the extent such Claims relate to any actions, events or circumstances that first arise from and after the date that the DPO Conditions have been satisfied, other than to the extent that such Claims relate to Guaranteed Obligations (as defined in the Guaranty) that are caused by the affirmative acts of Hendon Guarantor or its Affiliates, as further set forth in Section 21 of the Guaranty, and (y) any Claims of Lender under this letter agreement; and (B) “Released Claims” means all Claims that are not Continuing Claims. The provisions of this Section 7 shall survive the closing of the transaction contemplated herein or termination of this letter agreement.

Continuing Claims means Claims, or any portion thereof, for indemnification properly asserted pursuant to ARTICLE X prior to the Final Distribution Date that have not been resolved as of the Final Distribution Date.

Continuing Claims means all Actions against the Company or any member of the Company Group that arise from facts or events occurring prior to the Time of Distribution relating to bodily injury, property damage or worker's compensation and that would fall under the Company's automobile, general liability, or worker's compensation coverage.

Continuing Claims means all claims, actions, suits or proceedings, at law or in equity, including, without limitation, any arbitration, against the Company that arise from facts or events occurring prior to Closing relating to bodily injury or property damage or workers compensation, and that would fall under insurance policies providing coverage to the Company (including any self-retention) available for such claims.

Continuing Claims means any and all Claims and Rights that any Party has or may have in relation to the Gross-up Arguments or arising under or from this Amended Framework Agreement, the Amendment and Restatement Agreement, the Reserve and Reimbursement Agreement, the 7(f) Application Settlement, the Partial Discharge Issue Settlement Agreement, the First Instance Costs Settlement, the Common Interest Privilege Agreement or, in respect of the Original Framework Agreement, any breach thereof prior to the Amendment Effective Date;