Surviving Claims definition

Surviving Claims shall have the meaning ascribed thereto in Section 10.3.
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Surviving Claims means any Claims under the Undertaking, dated [ ], 2017, executed by SU under the Tower Design License Agreement (in the form of Exhibit D thereto) (the “Undertaking”), to the extent such Claims relate to the failure of SU to abide by the obligations of SDTS set forth in Section 3 of the Tower Design License Agreement, whether arising before or after the execution and delivery of this Agreement.
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Surviving Claims means any and all damage, loss, claim, expense, deficiency or cost arising from any and all incidences related to the Business, including without limitation, any pending or threatened or inchoate claims, actions, suits or proceedings by any Employee, Governmental Entity or third party arising against the Seller Subsidiaries or the Seller, with respect to the Business.
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Examples of Surviving Claims in a sentence

  • You acknowledge and agree that you have read this Release in its entirety and that, except for the Surviving Claims, this Release is a general release of all known and unknown claims, including, without limitation, to rights and claims arising under ADEA.

  • In addition and except as to Surviving Claims, in consideration of the provisions of this Release, Employee further agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those Claims that are known or suspected to exist in Employee’s favor as of the Effective Date (as defined below).

  • His electronic filing of the Surviving Claims constitutes his approved signature by law.

  • Except for the obligations of COL set forth on Schedule 1.6(c) attached hereto, which claims shall survive the consummation of the Merger (collectively, the "Surviving Claims"), any and all pre-existing rights, claims, causes of actions and suits which any of the Holders then have or may have against COL (the "Holder Claims" (which term specifically excludes the Surviving Claims) and together with the Holder Agreements, the "Holder Rights") shall be released.

  • Except for the Surviving Claims, or pursuant to Section 9.2 (subject to the limitations set forth therein), none of Buyer, Seller or any of their respective Non-Recourse Parties may avoid the limitations on liability set forth in this Section 10.6 by seeking damages for breach of contract, tort or pursuant to any other theory of liability.

  • Each party acknowledges (conditioned upon execution and delivery of this Agreement by each party to the other) that, except for any Surviving Claims, as defined in Article I.A.2, the other has fully and satisfactorily performed all its obligations pursuant to that certain 1990 Franchise Agreement between Operator and Company dated March 1, 1990, and any amendments thereto.

  • The releases provided for in the Settlement Agreement shall not apply to certain Surviving Claims as expressly set forth in the Settlement Agreement and identified as the Delphi Surviving Claims and the GM Surviving Claims.

  • Any disallowance or expungement of theAmended Claims will not affect the Surviving Claims, which will remain on the Debtors’ register of claims (the “Claims Register”) unless withdrawn by the applicable claimants ordisallowed by the Court, subject to the Plan Administrator’s right to object to such claims in the future on any grounds permitted by applicable law.

  • The Stockholders’ Agent and Parent shall use their reasonable best efforts, for a period of up to thirty (30) days (or such longer period as to which they shall mutually agree) (the “Resolution Period”) following the termination of the General Survival Period, to agree on an amount for the Estimated Unresolved Claims Amount which shall be an amount sufficient to pay all past, present and estimated future Adverse Consequences relating to all Surviving Claims.

  • Pixler was never paid.Crossclaim Defendants first state that this claim does not relate to any Surviving Claims andmust be dismissed.


More Definitions of Surviving Claims

Surviving Claims means contingent, indemnification or other Obligations not yet due and for which no unsatisfied demand for payment has been made to the Borrower by any Secured Party;
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Surviving Claims means any causes of action, actions, suits, damages, losses, liabilities, costs, expenses, fees, invoices, accounts receivable, interest, indebtedness, obligations, liens, claims and demands arising out of any of the provisions of the Original Agreement which survive the termination of the Original Agreement pursuant to Section 3 of this Termination Agreement, including arising out of any breach of, or any other failure to observe or perform, any of such surviving provisions of the Original Agreement, but only with respect to such breaches or failures that occur after the Termination Effective Date. For clarity, any claims related to the Compassionate Use for which KKC is liable hereunder are Surviving Claims to the extent applicable.
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Surviving Claims means, collectively, Claims arising under, out of or in connection with Article 13 of the License Agreement or Section 12.1 of the Supply Agreement, which sections are deemed to survive the termination of such agreements as respectively provided in Sections 1 and 2 below.
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Surviving Claims has the meaning set forth in Section 8.2(b).
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Related to Surviving Claims

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

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

  • 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 Corporation has the meaning set forth in Section 2.1.

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

  • 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.

  • Pending Claims shall have the meaning set forth in Section 7.1(e).

  • 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.

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

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

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

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

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

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Subordinated Claims means the aggregate amount of all claims admitted in the winding up or dissolution of the Issuer which rank, or are expressed to rank, junior to claims in respect of the Senior Non-Preferred Notes or other Senior Non-Preferred Claims, including (without limitation) claims of creditors in respect of the Subordinated Notes, and the obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital, Additional Tier 1 Capital (including, without limitation, the Issuer’s permanent interest bearing shares (if any)) or CET1 Capital (including the Issuer’s core capital deferred shares (if any)); and

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

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

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • 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.

  • Reorganized Debtors means, subject to the Restructuring Transactions, the Debtors as reorganized pursuant to this Plan on or after the Effective Date, and their respective successors.

  • Merger Sub II has the meaning set forth in the Preamble.

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