Existing Claims means all Claims under or in relation to the Existing Finance Documentation. For the avoidance of doubt, Existing Claims in respect of the Club Loans and the Notes shall include claims for principal, interest, fees, costs, indemnities and other amounts compensable under the applicable Existing Finance Documentation to any Club Lender or Noteholder.
Existing Claims means the claims, causes of action and other judicial proceedings made, brought, filed or levied by or on behalf of the Company, any of its Subsidiaries or any Joint Venture on or before the Closing Date, each of which is described in reasonable detail on Schedule 1.1(a) hereto.
Existing Claims means all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, whether known or unknown, in law, admiralty, or equity, against any of the Company Parties, which the Fountainhead Releasing Persons ever had, now has or hereafter can, shall, or may have for, upon, or by reason of any violation of terms of the Note prior to the day of the date of this Agreement.
Examples of Existing Claims in a sentence
Seller shall direct legal counsel selected by Seller pursuant to this Section 5.21 to submit all bills and invoices directly to Seller and, with regard to the US Smelter Existing Claims, shall direct Wisconsin Central Ltd., and its Affiliates as applicable, to submit any invoices or other requests for payment directly to Seller.
FF Top and FF Global shall not (and shall cause their respective controlled affiliates not to) refile any litigations or proceedings with respect to the Existing Claims for so long as FFIE is in compliance in all material respects with this Agreement and all Definitive Documents.
The Indemnifying Party has received notice of the Existing Asbestos Litigation and US Smelter Existing Claims.
This Agreement, any Ancillary Agreements and the exhibits and attachments hereto and thereto, are intended by the Parties (i) to represent all aspects of the “Detailed Agreement” provided for under Section 8.2 of the Outline of Terms and to implement and complete such provisions of the Outline of Terms, and (ii) to settle the Existing Claims of the Parties.
The Assignment of any Existing Claim(s) shall become effective upon issue of written approval by the Fund that the associated Letter of Commitment(s) has been reassigned per Purchaser’s request.
More Definitions of Existing Claims
Existing Claims means any and all claims, liabilities, rights and causes of action, whether known or unknown, relating to the purported events of default set forth in any Event of Default Notice (as defined in the Original Notes) delivered to the Company prior to the Initial Closing Date and any other potential claims arising under, based on or related to any fact, matter, act or omission, cause, transaction, occurrence or thing arising under or related to any of the Transaction Documents (as defined in the Original Securities Purchase Agreement) or any of the transactions contemplated thereby. In consideration of the release set forth in Section 1(f)(ii) and the transactions contemplated by this Agreement, effective as of the Initial Closing, each Buyer, only on behalf of itself and, to the extent permitted by law, its current and former heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the “Buyer Releasing Persons”), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action relating to the Existing Claims that any of the Buyer Releasing Persons had, currently has or may have, that are directly or indirectly related to, based upon, arise out of, or arise in connection with any fact, matter, act or omission, cause, transaction, occurrence or thing occurring up to the date of this release, including, without limitation, any Existing Claims arising out of any of the Transaction Documents (as defined pursuant to the Original Securities Purchase Agreement), against (w) the Company, (x) any of the Company’s current or former parents, affiliates, subsidiaries, predecessors, assigns, attorneys or counsel, accountants, auditors, advisors, employees, consultants or representatives, (y) any of the Company’s or such other persons’ or entities’ current or former officers, directors, employees, agents, principals, and signatories or, (z) in the case of any person or entity described in clauses (x) or (y) above (other than the Company or any of its Subsidiaries), such other persons’ or entities’ current or former officers, directors, members, partners, shareholders, employees, agents, principals, Buyers, signatories, advisors, consultants, spouses, heirs, estates, executors,...
Existing Claims shall have the meaning set forth in Section 2.2. [***] Confidential Treatment Requested
Existing Claims means all claims, disputes, actions and proceedings between the Parties, or any of them (and any underlying debts, liens, liabilities, costs, expenses or losses of any type arising therefrom), known or unknown, involving any claim, matter or event (a) arising or occurring prior to the Effective Date, and (b) concerning or relating to the Original D&L Agreement, the Supplemental Agreement, the Ancillary Agreements in existence prior to the Effective Date (including the Original JCA as it existed prior to the Effective Date), the Related Agreements (including the Settlement and Cross License as it existed prior to the Effective Date), the Outline of Terms, Anti-IgE Antibodies, Anti-IgE Products, any intellectual property rights therein or thereto or the Development, Manufacturing or Commercialization thereof, including, without limitation the Legal Proceedings and any disputes which were raised, or could have been raised, in the Legal Proceedings, and any claims relating to (a) and (b) above communicated by any Party to any other Party prior to the Effective Date *****
Existing Claims means the Outstanding Disputes, and all other actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, whether known or unknown, in law, admiralty, or equity, against any of the Company Parties or Investor Parties, as applicable, which the Investor Releasing Persons or Company Releasing Persons, as applicable, ever had, now has or hereafter can, shall, or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, including without limitation any and all claims which were or could have been asserted by any Investor Releasing Person or Company Releasing Person, as applicable, related to the offer, grant, right to receive, issuance or other transactions relating to the B-Notes or the C-Notes.
Existing Claims means such disputes arising under the Original Contract as are at the date of this Deed the subject of arbitration, adjudication, litigation or binding tribunal decision between TfL and the Original Contracting Party and as are briefly described in the Appendix 1 (Existing Claims) to this Deed.
Existing Claims has the meaning given in Clause 8.13.1 (Existing Claims as at the Commencement Date);
Existing Claims as defined in Section 8.4(c).