Specified Claims definition

Specified Claims means (i) any Claim that is property of any Debtor’s estate pursuant to section 541 of the Bankruptcy Code or otherwise; (ii) any preference, fraudulent conveyance and other actions under sections 510, 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code or any state law equivalents; (iii) any Claim arising out of illegal dividends or similar theories of liability; (iv) any Claim asserting veil piercing, alter ego liability or any similar theory; (v) any Claim based upon unjust enrichment; (vi) any Claim for breach of fiduciary duty; (vii) any Claim for fraud, misrepresentation or any state or federal securities law violations; and (viii) any Claim that NRG or any NRG Subsidiary may have as a result of having been a member of the Xcel affiliated tax group or a signatory to an Xcel tax sharing agreement.

Specified Claims is defined on Schedule 13.11.

Specified Claims means claims made pursuant to the Bankruptcy Cases of the Debtors relating to (i) Priority Tax Claims, (ii) Priority Non-Tax Claims, (iii) Secured Tax Claims, (iv) Senior Secured Claims, (v) Bridge Loan Claims, (vi) Other Secured Claims, (vii) General Unsecured Claims Against Obligor Debtors, Non-Obligor Debtors, MSC, MPI and MPCO and Schedule III Debtors, and (viii) 2015 Note Claims (as such terms are defined in the Plan of Reorganization); provided that (a) the foregoing shall include items relating to litigation against the lenders and the funding of environmental and other custodial and litigation trusts contemplated by the Reorganization Plan proposed as of the Effective Date and (b) in no event shall the foregoing include professional fees and expenses, financing fees and expenses, original issue discount or debtor-in-possession exit fees.

Examples of Specified Claims in a sentence

• For example, Parent must give due consideration to the total possible financial exposure arising out of a Specified Claim even though in the event of an adverse outcome substantially all of the liability would be borne by Xxxxx Xxxxxxx as opposed to Parent as a result of Parent's liability for Specified Claims being limited to $17.5 million.

• Any rights or claims (including, without limitation, in respect of insurance, indemnification, or contribution) in connection with, and Liabilities of an Acquired Fund in respect of, the Specified Claims.

• For purposes of this Section 4.5(e)(iii), the parties recognize that Parent's liability with respect to Specified Claims is limited to $17.5 million whereas Xxxxx Xxxxxxx'x liability with respect to Specified Claims is potentially unlimited beyond $17.5 million.

• On the Closing Date, the Option Interest is being transferred to PNM free and clear of (x) all Owner Participant Liens and (y) all Specified Claims.

• Neither the Indemnified Party nor the Indemnifying Party shall agree to any settlement of, or the entry of any judgment arising from, any such claim (for the avoidance of doubt, excluding Specified Claims controlled by Buyer) without the prior written consent of the other of such Parties, which shall not be unreasonably withheld or delayed.

More Definitions of Specified Claims

Specified Claims. ’ means: (i) all causes of action or claims by the Corporation against RCL and related parties (other than subsidiaries of the Corporation) in respect of or in relation to related party transactions or matters of the Corporation arising prior to the Effective Time, including matters referred to in the E&Y Report other than any debts recorded in the books and records of the Corporation reflected in the Alternative Financial Information; and (ii) any payments received in connection with any causes of action or claims referred to in (i) above regardless of whether or not any proceedings have been commenced;

Specified Claims has the meaning set forth in Section 6.5(a).

Specified Claims means the audit claims set forth on Schedule 12.01(h).

Specified Claims shall have the meaning set forth in Section 6.13(a).

Specified Claims means the lawsuit styled Xxxxxxx Xxxxxxxx Partners LLC, PWP MC LP, PWP Equity I LP, and Xxxxxxx Xxxxxxxx Partners Group LP v. Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, and Ducera Partners LLC, Index No. 653488/2015, in the Supreme Court of the State of New York, together with any and all prior, present, or future causes of action or theories of recovery of any nature directly relating to such lawsuit or its subject matter, whether known or now unknown, suspected or unsuspected, asserted or unasserted. The term “Specified Claims” comprehensively includes, but is not limited to, all causes of action, demands, damages, or liability (whether arising in equity, common law, contract, statute or otherwise), and all theories or claims pled or that could have been pled, arising from or directly relating to the foregoing lawsuit or its subject matter. For the avoidance of doubt, the term “Specified Claims” includes, but is not limited to, any and all claims relating to or arising from the employment or partnership relationships (including the termination of such relationships) between the General Partner and/or any member of the PWP Group and Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxx, Xxxx Xxxxx or Xxxx Xxxxx.

Specified Claims has the meaning set forth in Section 8.4(a).

Specified Claims means, collectively, the Debtor Related Party Claims and the FDIC Claims.