Surviving Claim definition

Surviving Claim means any of the following: (i) any claim arising out of rights expressly granted to a Shareholder or, if applicable, Related JLW Owner, under the Integration Agreements; (ii) any right to compensation or employee benefits accrued in the ordinary course of employment; (iii) any right to reimbursement of employee expenses that are reimbursable pursuant to applicable existing policies (as such policies may be modified from time to time) prior to the Closing Date consistent with the limitations set forth in Article V of the Australasia Region Agreement; (iv) any other claim arising under any employment or service agreement between such Shareholder or, if applicable, Related JLW Owner, and any Released Person; (v) any claim for indemnification that the Shareholder or, if applicable, Related JLW Owner may have against any Released Person under the applicable corporate charter, by-laws or similar organizational documents or under applicable insurance, if any, or in respect of actions taken by such Shareholder or, if applicable, Related JLW Owner within the scope of his or her employment or as a director or officer of any Released Person; or (vi) any right expressly set forth in the Australasia Region Agreement or any other Operative Agreement.

Surviving Claim has the meaning set forth in Section 1.8.2.2.

Surviving Claim means any of the following: (i) any claim arising out of rights expressly granted to a Shareholder or, if applicable, Related JLW Owner, under the Integration Agreements; (ii) any right to compensation or employee benefits accrued in the ordinary course of employment; (iii) any right to reimbursement of employee expenses that are reimbursable pursuant to applicable existing policies (as such policies may be modified from time to time) prior to the Closing Date consistent with the limitations set forth in Article V of the Asia Region Agreement; (iv) any other claim arising under any employment or service agreement between such Shareholder or, if applicable, Related JLW Owner, and any Released Person; (v) any claim for indemnification that the Shareholder or, if applicable, Related JLW Owner may have against any Released Person under the applicable corporate charter, by-laws or similar organizational documents or under applicable insurance, if any, or in respect of actions taken by such Shareholder or, if applicable, Related JLW Owner within the scope of his or her employment or as a director or officer of any Released Person; or (vi) any right expressly set forth in the Asia Region Agreement or any other Operative Agreement.

Examples of Surviving Claim in a sentence

• Notwithstanding Clause 4.6.1, no Signatory or any person who may derive a Claim in respect of a Surviving Claim, whether by reason of subrogation or otherwise, shall be entitled to make, enforce or prove any Claim against the Company in respect of such Surviving Claim, whether in any legal proceedings, by way of proof in any insolvency proceedings affecting the Company or by way of set-off, netting, counterclaim or attachment.

• Satisfaction by the Company of a New Claim in respect of a Surviving Claim of the Signatory shall constitute a valid discharge pro tanto of the Surviving Claim against the Company.

• As soon are reasonably practicable following receipt of a Surviving Claim Amount in excess of $1 million, the Company shall, subject to the requirements and limitations of this Section 4.18 and compliance with outstanding obligations in respect of Indebtedness of the Company and its Subsidiaries, redeem the applicable Redemption Shares.

• Purchaser hereby acknowledges and agrees that Purchaser's exclusive remedies for any Surviving Claim shall be limited to the provisions for indemnification set forth in Section 10.4, and Purchaser hereby waives and relinquishes all other rights and remedies available to it at law, in equity or otherwise (including, without limitation, the right to seek damages or equitable relief from Sellers or their Affiliates on account thereof).

• The foregoing $50,000.00 and Deductible Amount limitations shall not apply to a Surviving Claim related to actual, knowing and intentional fraud by any of Wyndham, Owners or their Affiliates leading to such party’s breach of a Surviving Representation or default under a Surviving Covenant.

• The Second Amended Cross Complaint states that a total of 83 checks were tendered to GThomas Companies according to the terms of the contract, but they stopped in February of 2010.Crossclaim Defendants first state that this claim does not relate to a Surviving Claim and should be dismissed.

• The fees and expenses of the Accounting Firm in connection with its duties under this Section 1.8 shall be paid one-half (1/2) by Parent and one-half (1/2) from the Estimated Unresolved Claims Amount and the amount to be paid from the Estimated Unresolved Claims Amount shall also be considered a Surviving Claim and referred to hereafter as the “Accountant Surviving Claim.” The amount for the Estimated Unresolved Claims Amount shall be increased by the Accountant Surviving Claim.

• Crossclaim Defendants first argue that this claim does not relate to a Surviving Claim and must be dismissed.

• In a manner consistent with Local Rule 3007-1(e)(iii)(F), for each Claimant, the Substantive Duplicate Claims appear in rows with the following labels: (1) Name; (2) Surviving Claim No.; (3) Surviving Claim Debtor; (4) Surviving Claim Priority; (5) Surviving Claim Amount; (6) Duplicate Claim Number to be Disallowed; (7) Duplicate Claim Debtor; (8) Duplicate Claim Priority; (9) Duplicate Claim Amount; and (10) Reason for Disallowance.

• The maximum amount of the Allowed Claim of any of these creditors shall be the amount indicated as the "Surviving Claim." The Liquidating Trust reserves the right to object to the Surviving Claim.

More Definitions of Surviving Claim

Surviving Claim means any claims, suits, demands, actions or causes of action asserted by third parties (other than claims by Devcon or any subcontractor to Devcon) against M-F Downtown or the other Landlord Parties arising out of acts, omissions or events which occur prior to the Closing and which are the type of indemnification obligation which would, in accordance with the terms of the applicable Lease or Work Letter, survive the expiration of the term of the applicable Lease.