Designated Claims definition

Designated Claims means the claims specifically described on Exhibit D attached hereto.

Designated Claims means (A) claims that the Company, Parent or Merger Sub, as applicable, may assert (subject, with respect to the following clauses (ii) and (iii), in all respects to the limitations set forth in this Agreement) (i) against any Person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (ii) that the Company may assert against each Guarantor pursuant to the terms and conditions of the respective Limited Guarantees, (iii) that the Company may assert against Parent to enforce Parent’s rights with respect to (x) each Equity Commitment Party for specific performance of its obligation to fund its committed portions of the Equity Financing and (y) Clydesdale Parent, L.P. for specific performance of its obligation to contribute the Equity Financing to Parent, in each case of clauses (x) and (y), solely in accordance with, and pursuant to the terms and conditions of, the applicable Equity Commitment Letter, or (iv) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement or any other Transaction Document to which they are party, and (B) that third parties identified as third party beneficiaries in Section 8.6 may assert against Parent and/or the Surviving Corporation, as applicable, solely in accordance with, and pursuant to, the terms and conditions of this Agreement;

Designated Claims has the meaning set forth in Section 9.1(e).

Examples of Designated Claims in a sentence

• Designated Claims shall be subject to and resolved in accordance with the ADR Procedures, incorporated herein by reference.

• As described in Sections II.B and II.C below, in the absence of a settlement at the conclusion of the Offer Exchange Procedures, Designated Claims shall proceed to nonbinding mediation and, if such mediation is unsuccessful, upon consent of the parties (including deemed consent based on prior contractual agreements), to binding arbitration.

• The arbitration of all Complex Designated Claims shall be conducted by a panel of three arbitrators selected pursuant to the Commercial Arbitration Rules of the AAA.

• As proposed by the City in the ADR Procedures Motion, the ADR Procedures contemplate the imposition of mandatory alternative dispute resolution procedures on certain Claims designated by the City, in its sole discretion (collectively, the "Designated Claims").

• During the period prior to the completion of the ADR Procedures, the Holders of Designated Claims are enjoined from filing or prosecuting any motion (any such motion, a "Stay Relief Motion") for relief from the Chapter 9 Stay, or otherwise seeking to establish, liquidate, collect on or enforce the applicable Designated Claim(s).

• For Designated Claims that are not designated by the Debtors as Complex Designated Claims (as defined below), the arbitration of all Designated Claims shall be conducted by a single arbitrator selected pursuant to the Commercial Arbitration Rules of the AAA.

• Other than the identities of the applicable Debtors and Designated Claimants, the claims register number(s) assigned to the applicable arbitrated Designated Claims and the priority and dollar amounts of the Designated Claims as awarded in the arbitration awards, and except as otherwise required by law or agreed upon by the parties, all arbitration awards shall be treated as confidential.

• Designated Claims may be settled by the Debtors and a Designated Claimant through the Offer Exchange Procedures, Mediation, or by agreement at any point during these ADR Procedures.

• All claims for indemnification of Designated Losses shall survive the Closing and shall expire at such time that the applicable U.S. Proceedings referred to in the definition of Designated Claims shall have ended conclusively and no right to appeal shall exist with respect to such U.S. Proceeding or the Complaint.

• Designated Claims Administrator: The entity responsible for administering workers’ compensation Claims for a Pool.

More Definitions of Designated Claims

Designated Claims has the meaning set forth in Section 9.1(e). * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Designated Claims means (a) any Claim arising out of a breach of or failure to perform any covenant or agreement contained in this Agreement; (b) any Claim arising out of or related to (i) the WorldCrisa Excluded Assets, (ii) any Crisa Excluded Assets, (iii) any WorldCrisa Excluded Liabilities or Crisa Excluded Liabilities, and (iv) any claims raised by the Bank of New York or any other holder of the long term debt referred to in SECTION 4.6(A) with respect to any of the assets of WorldCrisa; (c) any Claim arising out of a breach or inaccuracy or alleged breach or inaccuracy of any of the representations and warranties identified in SECTION 15.1(C); (d) any Claim arising out of a breach or inaccuracy or alleged breach or inaccuracy -66- 77

Designated Claims means any claims of any nature of Borrower, for itself or on behalf of its present or former shareholders, against professionals, based on transactions, events, or occurrences that transpired before the Closing Date in relation to the provision of professional services, without regard to whether such claims are disputed or unliquidated as of the Closing Date.

Designated Claims means any right or cause of action to which Reorganized Debtor has succeeded by virtue of vesting or by virtue of assignment on the Effective Date.

Designated Claims means claims arising out of any intentional misrepresentation, intentional misconduct or fraud, or out of any breach of the representations of the Company in Sections 2.3, 2.9 (a), (b), (c ) or (f) or 2.15 (a) or (b), or out of the transactions or arrangements described in Section 8.2(a)(iii).

Designated Claims means the claims specifically described on E xhibit D attached hereto. “Disclosed Contracts” has the meaning set forth in S ection 4.10(a).