Underlying action definition

Underlying action means a civil, criminal, or
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Underlying action has the meaning referred to in Recital C of this Agreement.
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Underlying action refers to the entire matter titled Xxxxxxxxxx XX Fund I, LLC v. City of Escondido, et al., in the Superior Court of the State of California, County of San Diego, Case No. 37-2020-00020856-CU-BC-NC, including the City’s Cross-Complaint.
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Examples of Underlying action in a sentence

  • The Insureds had a “claims made” Public Officials Professional Liability Policy from Darwin that provided coverage for all of the defendants named in the Underlying Action.

  • Darwin explained that the Underlying Action and several other actions brought by the Zalogas were related claims under the policy.

  • The Underlying Action provided as factual background that the Zalogas lived next door to and, since 2005, had been in an ongoing dispute with Jack Williams Tire & Auto Service Center over land use issues.

  • The Mandamus Complaint was dismissed on June 5, 2006, though the court ordered that “upon proper application, the [Zalogas] shall be granted a hearing before the Moosic Zoning Hearing Board.”After Darwin denied coverage, the Insureds brought suit in the U.S. District Court for the Middle District of Pennsylvania, seeking a declaration that Darwin owed them a duty to defend and to indemnify with respect to the Underlying Action.

  • The Zalogas had further alleged that their attempts to resolve the dispute had caused the Insureds to violate the Zalogas’ First Amendment and Due Process rights.The Insureds notified Darwin about the Underlying Action.

  • On January 15, 2014, Cathie Brady, Risk Manager for ProStaffing, advised Zurich that Roth had named OEM as a defendant in the Underlying Action.

  • Darwin filed a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), arguing that the Insureds had not demonstrated that the Underlying Action was covered by their policy for the reasons stated in the denial letter.

  • On December 23, 2010, Edward and Jeanne Zaloga brought a lawsuit against the Insureds under 42 U.S.C. § 1983 alleging violations of the Zalogas’ civil rights (Underlying Action).

  • Darwin denied coverage for the defense or indemnity of the Underlying Action in a letter dated June 2, 2011.

  • Not surprisingly, the parties to the Stock Sale bargained over the Underlying Action and allocated the risk of an adverse outcome in the Stock Purchase Agreement.


More Definitions of Underlying action

Underlying action means a civil, criminal, or administrative proceeding, or any proceeding preliminary thereto. [2023 c 193 s 2.]
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Underlying action means Charles L. Williams, et al. v. Abex Corp., et al., Case No.
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Underlying action means the antitrust action that has resulted or may result in a judgment that gives rise to a contribution claim.
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Underlying action means the litigation entitled Karina Rios
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Underlying action or “Action” shall mean the lawsuit styled XxXxxxxx v. IKO Midwest, Inc., Case No. 2020 CH 05114, currently pending in the Circuit Court of Xxxx County, Illinois, County Department, Chancery Division.
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Underlying action or “Litigation” shall mean the lawsuit styled Xxxxxx v. Joliet Cold Storage, LLC, Case No. 2019 L 000182, currently pending in the Court.
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Related to Underlying action

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

  • Underlying Securities means any securities issuable on conversion, exchange or exercise of compensation securities.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.