Defenses and Claims definition

Defenses and Claims shall have the meaning set forth in Section 2.4(b) hereof.
Sample 1Sample 2
Defenses and Claims has the meaning set forth in Section 2.2.
Sample 1Sample 2
Defenses and Claims means defenses, set-offs or counterclaims which Parent or Seller may have had or which Purchaser or any Affiliate or Subsidiary of Purchaser shall have (to the extent relating to the Assumed Liabilities) to any of the Assumed Liabilities.
Sample 1

Examples of Defenses and Claims in a sentence

  • Each Guarantor waives all Defenses and Claims with respect to this Guaranty and/or any Credit Enhancement provided by such Guarantor.

  • Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

  • Effective as of the Closing, Sellers agree to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

  • Concerning the study to investigate the impact of TGB on knowledge about sustainable issues and environmental sustainability, the research conducted by Alimin et al.(2021) in Green School Bali.

  • Nothing herein shall be deemed to deprive XES of any defenses, set-offs or counterclaims which Xyvision may have had or which XES shall have with respect to any of the Assumed Liabilities (the "Defenses and Claims").

  • Seller hereby transfers, conveys and assigns to Buyer Parent all Defenses and Claims, and agrees to the extent reasonably requested by Buyer Parent, to assist Buyer Parent in maintaining, securing, perfecting, contesting and enforcing such Defenses and Claims.

  • Xyvision hereby contributes, transfers and assigns to XES all Defenses and Claims, effective as of the Effective Date, and agrees to cooperate with XES to maintain, secure, perfect and enforce such Defenses and Claims.

  • Effective as of the Closing Date, the Partnership hereby transfers, conveys and assigns to Newco all Defenses and Claims and agrees to cooperate with Newco to maintain, secure, perfect and enforce such Defenses and Claims, including the signing of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Newco in connection with such Defenses and Claims.

  • Effective at the Closing, Sellers hereby transfer, convey and assign to Buyers all Defenses and Claims with respect to the Liabilities and agree to cooperate with Buyers to maintain, secure, perfect and enforce such Defenses and Claims, including the signing of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Buyers in connection with such Defenses and Claims, all at the sole cost and expense of Buyers.

  • Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser (at Purchaser's sole cost and expense) to maintain, secure, perfect and enforce such Defenses and Claims.

Related to Defenses and Claims

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • 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.

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

  • Claims means claims, suits, actions, arbitrations, demands, proceedings, fines, penalties, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs), including those based on the injury to or death of any person or damage to property.

  • Causes of Action means any action, claim, Claim, cause of action, controversy, demand, right, action, Lien, indemnity, Interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity or pursuant to any other theory of law. For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Settled Claims means any and all of the claims, debts, demands, rights, actions, causes of action, suits, matters, issues, damages, losses or liabilities whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on United States or Canadian federal, state, provincial, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted (or proposed as amendments) in any of the Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or are based upon the allegations, transactions, facts, matters, breaches, occurrences, financial statements, statements, representations or omissions involved, set forth, or referred to in the Actions or in proposed amendments.

  • Insured Claims means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

  • Equitable Defenses means any bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and, with regard to equitable remedies, the discretion of the court before which proceedings may be pending to obtain same.

  • 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.

  • Defense Costs has the meaning set forth in Section 13.

  • Defense shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Released Claims means all Released Defendants’ Claims and all Released Plaintiffs’ Claims.

  • 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.

  • Litigation means any lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Agreed Claims shall have the meaning set forth in Section 8.6(c).

  • Defense Expenses means reasonable and necessary fees, costs, charges or expenses resulting from the investigation, defense or appeal of a Claim or a Proceeding. Defense Expenses do not include: (a) amounts incurred prior to the date a Claim is first made, or aProceeding is first brought, and reported to the Insurer; (b) compensation or benefits of any natural person Insured or any overhead expenses of any Insured organization; (c) fines or penalties; or (d) any costs, fees or expenses to comply with a determination or decision made by a regulatory body, licensing board, agency or other organization in a Proceeding.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Notice and Claims Agent means Prime Clerk LLC.