Seller Extra Contractual Obligations definition

Seller Extra Contractual Obligations means all Extra Contractual Obligations that arise out of acts or omissions occurring (or in the case of omissions, failing to occur) at any time prior to the date hereof by the Company or its directors, officers, employees, Affiliates, agents or representatives.
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Seller Extra Contractual Obligations means all Liabilities that relate to the administration of Insurance Contracts, to the extent such Liabilities are caused by any alleged or actual reckless conduct or bad faith by any Transferred Company or any of its Affiliates or any of its or their directors, officers, employees, agents or representatives prior to the Closing in connection with the handling of any claim arising out of or under any of the Insurance Contracts issued by any of the Transferred Companies or assumed by them prior to the Closing.
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Seller Extra Contractual Obligations means (i) with respect to a Post-Closing ECO Claim, (a) all Extra Contractual Obligations in excess of the product of two multiplied by the applicable policy limits of the underlying Subject Policy that gave rise to such claim and (b) Sellers’ Pro Rata Share of Expenses in respect of such Post-Closing ECO Claim; and (ii) with respect to a Tier 1 Pre-Closing Claim, (a) all Extra Contractual Obligations in excess of the applicable policy limits of the underlying Subject Policy that gave rise to such claim and (b) Sellers’ Pro Rata Share of Expenses in respect of such Tier 1 Pre-Closing Claim.
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Related to Seller Extra Contractual Obligations

  • Extra Contractual Obligations shall be defined as those liabilities not covered under any other provision of this Contract and that arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

  • Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

  • Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Contractual Requirement shall have the meaning provided in Section 8.3.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • EU Standard Contractual Clauses means: (i) the standard contractual clauses adopted by the European Commission on 4th June 2021 or (ii) such other standard contractual clauses that are approved by the European Commission for Controller to Processor transfers of Personal Data to a third country which has not received an EU Adequacy Decision (and are subsequently incorporated into the DPA). GDPR means the EU General Data Protection Regulation being Regulation (EU) 2016/679.

  • Shared Contracts has the meaning specified in Section 4.12(b).

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Collective Agreements means collective agreements and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Company and any of its Subsidiaries are bound.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • Related Party Contract has the meaning set forth in Section 3.25.