Retained Claim definition

Retained Claim means any claim, cause of action, defense, right of offset or counterclaim or settlement agreement (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) to the extent relating to, arising out of or resulting from to the Excluded Assets, Retained Liabilities or the Excluded Businesses.
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) related to the Excluded Assets, Retained Liabilities or the Retained Businesses.
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) relating to any of the Acquired Assets and in respect of the period prior to the Closing, and that satisfies at least one of the following: (a) such claim, cause of action, defense, right or settlement was asserted no later than twenty (20) Business Days after the Closing Date, (b) such claim, cause of action, defense, right or settlement would be available to any Seller or any of its Affiliates in response to a claim or cause of action asserted by a third party against Seller or any of its Affiliates (whether such claim or cause of action was made by such third party prior to or after the Closing), (c) such claim, cause of action, defense, right or settlement relates to any Intellectual Property matter or (d) such claim, cause of action, defense, right or settlement relates to a breach by a third party under an Acquired Contract, and Sellers did not have Knowledge as of the Closing of the underlying facts of such breach.
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Examples of Retained Claim in a sentence

  • Bench Ruling at 23–24.SIRVA equity to finance the transaction (“Equity Financing”).38 MDP’s funding obligations terminate “automatically and immediately” upon certain events, including the filing of an action against MDP for anything other than a Retained Claim.

  • Borrowings, Perpetual and Retained Claim Bond: These amounts reflect extinguishment of the unsecured part of loan with state guarantee and other borrowings, the issue of the new Perpetual Bond classified as equity and the related Retained Claim Bond.

  • Reading the provision as Realogy suggests would read out the contractual consequences of filing a Non- Retained Claim, which I believe would be an absurd result.

  • Any Retained Claim – any claim made by or on behalf of a policyholder under any customer insurance contract relating to any Retained Claim Event, irrespective of whether the claim is made prior to, on or after 5 April 2012.

  • Should the Responsible Person decide not to prosecute a6 particular Retained Claim, the Creditors’ Committee may prosecute such matter on behalf of the7 Reorganized Debtors.8 The Creditors’ Committee will be appointed as representative of the Estates pursuant to9 Section 1123 of the Bankruptcy Code with respect to the prosecution and liquidation of any Retained10 Claim against current or former insiders of the Debtors, if any.

  • To the extent that any settlement of any Retained Claim between a Retained Claim Plaintiff, on the one hand, and the Excluded Party or Excluded Parties, on the other hand, is required to be approved by the Bankruptcy Court or any other court of competent jurisdiction, MLH and TA shall be provided with notice thereof and with an opportunity for a hearing thereon.

  • Its claim for costs is a Retained Claim against ATMGP under the terms of the Confirmed Plan of Reorganization, which Claimant is adjudicating as a representative of ATMGP’s estate.

  • Rather, it demonstrates an inconsistency in the practice of the admissibility of submissions from individuals, which became a cause of concern at Synod Abbotsford 1995.

  • Any Retained Claim ±any claim made by or on behalf of a policyholder under any customer insurance contract relating to any Retained Claim Event, irrespective of whether the claim is made prior to, on or after 5 April 2012.

  • All UWG organizations are responsible for the actions of its visiting members, friends, and/or alumni who will be subject to the same behavioral standards and policies as members of the organiza- tions.


More Definitions of Retained Claim

Retained Claim has the meaning set forth in Section 5.04(i).
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Retained Claim is defined in Section 12.6 of the Agreement.
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Retained Claim means a portion of the VMR Claim in an amount of R115,000,000 (one hundred and fifteen million rand) less all amounts which have been repaid by the Company to VMR and/or the Purchaser on account of any amounts owing by the Company to the Purchaser and/or VMR from time to time;
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Retained Claim means any Claim arising under (i) this Agreement, (ii) the TBA, or (iii) the Pegasus Non-Debtor Parties’ existing lease of office space at 000 Xxxx Xxxx Xxxxxx, Xxxx Xxxxxx, XX 00000. It is understood that nothing in Section 7 shall affect the Allowed Split Dollar Claim (as defined in the Stipulation Resolving Claim of the Pagon Insurance Trust stipulated and agreed on April 12, 2006).
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) relating to the Business or any of the Purchased Assets and in respect of the period prior to the Closing, except all rights to sue at law or in equity for any past, present or future infringement, misappropriation, dilution or other violation of any Business Intellectual Property by a third party, including the right to receive all proceeds and damages resulting therefrom.
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Related to Retained Claim

  • Retained Claims means the Debtors’ interests in all existing and potential causes of action and litigation in which any of the Debtors is the plaintiff (or could be a plaintiff), or a defendant with a counterclaim or cross claims, including, without limitation, any claim, right or interest each or any of the Debtors may have as a direct or indirect result of COVID-19, against or with respect to any local, state, or federal government, agency, instrumentality, or other Governmental Unit as well as any insurer (or account of any Insurance Policy), including, without limitation, Relief Funds.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Covered claim means either a Provider Covered Claim or Customer Covered Claim.

  • Settled claim means the original tort claim resolved by a structured settlement.

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

  • Approved Claim means a Claim Form submitted by a Settlement Class Member that: (a) is submitted timely and in accordance with the directions on the Claim Form and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a Settlement Class Member with all of the information requested in the Claim Form; (c) is signed by the Settlement Class Member, physically or electronically; and (d) is approved by the Settlement Administrator pursuant to the provisions of this Agreement.

  • Exculpated Claim means any claim, obligation, Cause of Action or liability for any claim, related to any act or omission in connection with, relating to or arising out of the Debtors’ in or out of court restructuring efforts, the Debtors’ Chapter 11 Cases, formulation, preparation, dissemination, negotiation or filing of the Disclosure Statement or the Plan or any contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, including, without limitation, the Plan Support Agreement and related documentation, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance of Plan Securities, or the distribution of property under the Plan or any other agreement; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted gross negligence or willful misconduct. For the avoidance of doubt, no Claim, obligation or liability expressly set forth in, arising under or preserved in the Plan Supplement constitutes an Exculpated Claim.

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • IP Claim means a Claim made against you by a third party alleging that the Stripe Technology, Services or a Stripe Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim, excluding Claims made by Connected Accounts.

  • DIP Claim means all Claims held by the DIP Lender under the DIP Facility Term Sheet, the DIP Facility, or the Financing Orders, which includes Claims for all principal amounts outstanding of up to $9,000,000 (subject to increase pursuant to the Financing Final Order), plus interest pursuant to the terms of the DIP Facility Term Sheet and the Financing Orders.

  • Preferred claim means a claim with respect to which the terms of this chapter accord priority of payment from the general assets of the insurer.

  • Settled Claims means any and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, including both known and Unknown Claims, whether direct or derivative, including both known and Unknown Claims, that have been or 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 relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, referred to or that could have been asserted in the Action or that relate to the purchase of shares of the common stock of Party City during the Class Period.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Excluded Claim means a dispute, controversy or claim that concerns (a) the validity or infringement of a patent, trademark or copyright; or (b) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • Unimpaired Claim means a Claim that is not impaired within the meaning of section 1124 of the Bankruptcy Code.

  • Disputed Claim means any Claim that is not Allowed.

  • 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;

  • Affected Claim means any Claim other than an Unaffected Claim;