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.
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Surviving Claim has the meaning set forth in Section 1.8.2.2.
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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.
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Examples of Surviving Claim in a sentence

  • 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).

  • 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.

  • 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.

  • The provisions of this Section 10.3 shall survive the Closing for a period of twelve (12) months (as the same may be extended to allow for the resolution of any Surviving Claim).

  • 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.

  • The terms of this Section 10.5 shall survive the Closing for a period of twelve (12) months (as the same be extended to allow for resolution of any 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.
Sample 1

Related to Surviving Claim

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Voting Claim means the amount of the Affected Unsecured Claim of an Affected Unsecured Creditor as Finally Determined in the manner set out in the Amended Claims Procedure Order entitling such Affected Unsecured Creditor to vote at the applicable Meeting in accordance with the provisions of the Amended and Restated Meetings Order, the Plan and the CCAA;

  • Surviving Bank has the meaning set forth in Section 1.03.

  • Surviving beneficiary or “surviving descendant” means a beneficiary or a descendant who did not predecease the decedent and is not considered to have predeceased the decedent under section 2702.

  • Effective Time has the meaning set forth in Section 2.2.

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Pending Claim has the meaning set forth in Section 9.6 hereof.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Restructuring Claim means any right or claim of any Person against the Participating CCAA Parties (or any one of them) in connection with any indebtedness, liability or obligation of any kind whatsoever owed by the Participating CCAA Parties (or any one of them) to such Person, arising out of the restructuring, disclaimer, resiliation, termination or breach or suspension, on or after the applicable Filing Date, of any contract, employment agreement, lease or other agreement or arrangement, whether written or oral, and whether such restructuring, disclaimer, resiliation, termination or breach took place or takes place before or after the date of the Amended Claims Procedure Order, and, for greater certainty, includes any right or claim of an Employee of any of the Participating CCAA Parties arising from a termination of its employment after the applicable Filing Date, provided, however, that “Restructuring Claim” shall not include an Excluded Claim;

  • Surviving Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before and after giving effect to the Initial Extension of Credit.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Amount means $3,000,000.

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • 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.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).