Reserved Claims definition

Reserved Claims as defined in the Final DIP Order.

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Reserved Claims means those disputed claims under the Chapter 11 Cases that have been detailed and identified by the Borrower to the Administrative Agent on the Closing Date in a written schedule, which have not been allowed or disallowed pursuant to a Final Order of the Bankruptcy Court as part of the claims resolution process after the Closing Date.

Reserved Claims has the meaning set forth in Section 8.3.

Examples of Reserved Claims in a sentence

• It is expressly intended and agreed that none of the parties to this Release will assert against any other party any claim based on the matters encompassed by this Release, other than with respect to the Reserved Claims.

• In the event any arbitrator or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any legal proceeding on his behalf, Executive will ask any such arbitrator or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice, excluding any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company arising out of or relating to any Executive Reserved Claims.

• The Company acknowledges that this release constitutes an unconditional general release of any and all known or unknown claims (except for the Company Reserved Claims) that it may have against Executive or any other Executive Releasees, despite the fact that it may become aware of claims in the future which it did not consider prior to signing this Agreement.

• If the member state that is due tax on your purchase does not require the additional information requested for the exemption reason code circled, enter “NA” for not applicable on the appropriate line.

• In the event any arbitrator or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring, directly or indirectly, any legal proceeding on Company’s behalf, Company will ask any such arbitrator or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice, not including any lawsuit, claim, charge, grievance, arbitration, or complaint arising out of or related to the Company Reserved Claims.

More Definitions of Reserved Claims

Reserved Claims means all Disputed Claims as of the applicable determination date in the full amount listed in the Schedules, unless a Proof of Claim was timely filed with respect to such Claim, in which case in the face amount of such Proof of Claim, or unless such Claim has been estimated by the Bankruptcy Court for the purpose of allowance pursuant to Section 502(c) of the Bankruptcy Code, in which case in such estimated amount. Unless any order of the Bankruptcy Court estimating a Claim provides otherwise, the amount so estimated shall apply both for voting purposes and for purposes of computing Reserved Claims. As used in the Plan, the term "Reserved Claims" shall not include any Disallowed Claims.

Reserved Claims means any Purchaser Claims or Selling Party Claims which have been asserted, in accordance with this Article VII, within the applicable periods set forth herein.

Reserved Claims means claims identified in the Complaint filed in this Action that have not been expressly resolved by this Agreement and that will be resolved through further litigation of this Action. The following are identified as Reserved Claims:

Reserved Claims means: (a) all claims as to which any Indemnified Party has in good faith given any Indemnifying Party written notice on or prior to the end of the applicable General Survival Period; and (b) all claims to the extent alleging fraud (defined to require at a minimum intent to deceive). No claim may be made or suit or other Action instituted under any provision of this Article 8 unless the Indemnified Party provides written notice to the Indemnifying Party prior to the expiration of the applicable period provided in Section 7.3 (which written notice shall describe the facts then known by the Indemnified Party relating to such claim, including, without limitation, the reason why the Indemnified Party believes the claim is subject to indemnification by the Indemnifying Party, and which for third-party claims, shall attach, if available, a copy of the written instrument or instruments in which the third party claim is asserted).

Reserved Claims means all claims for Losses incurred on or prior to the date which is one year after the Closing Date as to which the Indemnified Party has given any Indemnifying Party reasonably specific written notice (in light of the facts then known) on or prior to the date which is one year after the Closing Date. No party shall be liable under this Article 7 from and after the Closing, and no claim for indemnification hereunder may be asserted from and after the Closing, for any loss of profits or consequential, indirect or incidental damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any such Losses. In addition, no claim may be made by any party pursuant to this Article 7 with respect to any breach of representation and warranty or any covenant to be complied with prior to the Closing unless the aggregate amount of all Losses incurred by such party as a result of such breaches that would, but for the limitations contained in this sentence, be indemnifiable hereunder exceeds $1,250,000, in which case the Indemnifying Party's liability, if any, hereunder with respect to such claims shall only be for any amount of such aggregate indemnifiable Losses in excess of such deductible amount. In addition, no party shall be liable to any Indemnified Party pursuant to this Article 7 for Losses of the types described in Section 7.2 with respect to representations and warranties or any covenant to be complied with prior to the Closing to the extent that the aggregate amount of all Losses incurred by such party as a result of such breaches exceeds $6,250,000. The foregoing time and dollar limitations (both floor and cap) on indemnification shall not apply to (a) any breach of any covenant contemplated by this Agreement to be performed after Closing, (b) any claim arising out of or relating to Seller's failure to discharge or perform the Excluded Liabilities, (c) any claim arising out of or relating to a breach (or purported breach) of Sections 2.2 (Capitalization) or 2.13 (Taxes) or (d) any claim arising out of or relating to Seller's Fraud.

Reserved Claims means any and all claims that KLA has or may have (including without limitation Unknown Claims) against Wilson Sonsini Goodrich & Rosati, PricewaterhouseCoopers LLP, and/or Lisa Berry (the “Reserved Parties”). In the event any of the Reserved Parties asserts a claim against any Settling Defendant based upon, arising out of, or related to the subject matter of the Released Claims, “Reserved Claims” shall also mean any and all claims that such Settling Defendants have or may have against such Reserved Parties.

Reserved Claims means any and all liabilities, obligations, causes of action (in law or equity), complaints, actions, demands, suits, debts, dues, judgments, executions, costs, expenses, defenses and other claims or counterclaims of any and every kind, matured or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or suspected or unsuspected arising out of or in connection with: (i) all Claims set forth in Seller's letters to PLN dated April 11, 1998 (Ref. No. 075/PEC-EXE/LT/IV/98), August 20, 1998 (Ref. ▇▇. ▇▇▇▇/▇▇▇-▇▇▇/▇▇/▇▇▇▇/▇▇▇▇) ▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇▇. Nos. 005/PEC-EXE/LT/I/98 and 006/PEC-EXE/LT/I/1998), and associated claims arising from such Triggering Events; (ii) all Triggering Events and all Claims resulting from events occurring after December 14, 2001 but prior to the PPA Amendment Effective Date (other than claims expressly defined in items (i) through (vi) of Section 5.1(a)); and (iii) all Claims, if any, arising out of any interim or final order or judgment in connection with or arising out of the Labor Union Lawsuit.