Retained Actions definition
Retained Actions means all claims, Causes of Action, rights of action, suits and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtors’ Estate may hold against any Entity, including (i) claims and Causes of Action brought prior to the Effective Date, (ii) claims and Causes of Action against any Entities for failure to pay for products or services provided or rendered by any of the Debtors, (iii) claims and Causes of Action relating to strict enforcement of any of the Debtors’ intellectual property rights, including patents, copyrights and trademarks, including claims against third parties for infringement of any such intellectual property rights or other misuse of such intellectual property, (iv) claims and Causes of Action seeking the recovery of any of the Debtors’ or the Reorganized Debtors’ accounts receivable or other receivables or rights to payment created or arising in the ordinary course of any of the Debtors’ or the Reorganized Debtors’ businesses, including claim overpayments and tax refunds, and (v) all Causes of Action that are Avoidance Actions.
Retained Actions means all claims, causes of action, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtor’s Estate may hold against any Person, including, without limitation, claims and Causes of Action brought before the Effective Date or identified in the Schedules or the Disclosure Statement, and including the right to settle waive, or release any Bond Avoidance Action Claim after the Confirmation Date but prior to the Effective Date, other than claims explicitly released under this Plan or by Final Order of the Bankruptcy Court before the Effective Date; provided, however that Retained Actions shall not include any Litigation Trust Assets.
Retained Actions means all Claims, Causes of Action, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtor’s Estate may hold against any Person, including, without limitation, Claims and Causes of Action brought prior to the Effective Date or identified in the Schedules, other than Claims explicitly released under this Plan or by Final Order of the Bankruptcy Court prior to the date hereof. A non-exclusive list of Retained Actions is attached hereto as Exhibit 7.24.
Examples of Retained Actions in a sentence
For purposes of this Section 7.8, the Parties acknowledge and agree that the primary economic burden of the Retained Actions is being borne by Seller.
For the avoidance of doubt, for purposes of determining the Put Price (as such term is defined in the Newco II Shareholders Agreement) under Section 2.15(d) of the Newco II Shareholders Agreement, the fair market value of the Put Shares shall be calculated without taking into account the aggregate Losses suffered or incurred by the Companies resulting from or arising out of any Order or combination of Orders with respect to any of the Retained Actions or Proceedings.
All responsibility for and control of the Retained Actions shall transfer to Seller at the Effective Closing Time without further action on the part of the Parties or the Acquired Companies.
For the avoidance of doubt, for purposes of determining the Put Price (as such term is defined in the Newco Shareholders Agreement) under Section 2.15(d) of the Newco Shareholders Agreement, the fair market value of the Put Shares shall be calculated without taking into account the aggregate Losses suffered or incurred by the Companies resulting from or arising out of any Order or combination of Orders with respect to any of the Retained Actions or Proceedings.
From time to time, upon the written request of the Trustee, Holdco shall cooperate with the Trustee and provide such reasonable assistance as is requested by the Trustee in connection with the prosecution of Unresolved Avoidance Actions (against persons not released under the Plan) and Retained Actions and the Trustee’s objections to Class C-4 Claims.
More Definitions of Retained Actions
Retained Actions means all Causes of Action which any Reorganizing Debtor may hold against any Person (other than Released Parties), including, without limitation, (a) any Causes of Action brought prior to the Confirmation Date, (b) any Causes of Action against any Persons for failure to pay for products or services provided or rendered by the Reorganizing Debtors, (c) any Causes of Action relating to strict enforcement of the Reorganizing Debtors’ intellectual property rights, including patents, copyrights and trademarks, and (d) any Causes of Action seeking the recovery of the Reorganizing Debtors’, the Reorganized Companies’, or Reorganized Holdings’ accounts receivable or other receivables or rights to payment created or arising in the ordinary course of the Reorganizing Debtors’, the Reorganized Companies’ or Reorganized Holdings’ businesses. A nonexclusive list of Retained Actions is attached hereto as Exhibit I.
Retained Actions means (a) all claims, rights of action, suits and proceedings, whether in law or in equity, whether known or unknown, which any Debtor holds or may hold against any Person (other than Released Parties), including, without limitation, any Causes of Action brought prior to the Petition Date, and actions against any Persons for failure to pay for products or services provided or rendered by the Debtors, (b) all claims, Causes of Action, suits and proceedings relating to enforcement of the Debtors’ intellectual property rights, including patents, copyrights and trademarks, and (c) all claims or Causes of Action seeking the recovery of the Debtors’ or the Reorganized Debtors’ accounts receivable or other receivables or rights to payment created or arising in the ordinary course of the Debtors’ or the Reorganized Debtors’ business but, in each case, excluding the Prepetition Lender Actions and any other Cause of Action otherwise assertable against the Prepetition Lenders. A nonexclusive list of the Retained Actions is attached hereto as Exhibit A.
Retained Actions means any and all Causes of Actions other than the Trust Claims, the Prepetition Lender Actions and any other Cause of Action otherwise assertable against the Prepetition Lenders. A nonexclusive list of the Retained Actions is attached hereto as Exhibit A-1.
Retained Actions means all Claims, Causes of Action, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtor’s Estate may hold against any Person, including, without limitation, the SocGen Adversary Proceeding and Claims and Causes of Action brought prior to the Effective Date, other than the Contributed Claims and Claims explicitly released under the Plan (including, without limitation, any Causes of Action released under Article 6.15) or by Final Order of the Bankruptcy Court prior to the Effective Date.
Retained Actions means all claims, Causes of Action, rights of action, suits and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtors’ Estate may hold against any Entity, including (i) claims and Causes of Action brought prior to the Effective Date, (ii) claims and Causes of Action against any Entities for failure to pay for products or services provided or rendered by any of the
Retained Actions means any claims or causes of action or potential claims or causes of action against James L. Kirk arising in connection with his employment as Chief Executive Officer of NationsRent, including any Derivative Claims against Mr. Kirk.
Retained Actions means all causes of action, lawsuits, judgments, Claims, refunds, rights of recovery, rights of setoff, counterclaims, defenses, demands, remedies, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights (whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent) available to Sellers or their estates as of the time of the Closing against (A) any person who as of the Closing serves as a director, officer, manager, employee, or advisor of any Seller or any shareholder or Related Party of any Seller, other than Employee Purchased Actions or (B) any Person set forth on Schedule 1.1(i).”