Unlimited Claims definition

Unlimited Claims shall have the meaning set forth in Section 10.5.
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Unlimited Claims means in respect to claims made by the Buyer any Loss that is directly or indirectly suffered or incurred by any of the Indemnified Parties (regardless of whether or not such Loss relates to any Third Party Claim), and that arises from or as a result of, or is directly or indirectly connected with (a) any misrepresentation or breach or failure of any representation or warranty in Sections 3.1, 3.2, 3.3, and 3.4 to be true and correct in all respects by such Shareholder or (b) any fraud or intentional misrepresentation or intentional breach of this Agreement by the Company or by such Shareholder and means in respect to claims made by a Shareholder any Loss that is directly or indirectly suffered or incurred by any of the Indemnified Parties (regardless of whether or not such Loss relates to any Third Party Claim), and that arises from or as a result of, or is directly or indirectly connected with (a) any misrepresentation or breach or failure of any representation or warranty in Sections 5.1, 5.2 and 5.3. to be true and correct in all respects by the Buyer or (b) any fraud or intentional misrepresentation or intentional breach of this Agreement by the Buyer.
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Unlimited Claims means claims for indemnification in respect of fraud or ---------------- intentional misrepresentation, pursuant to Section 8.2(ii) (relating to the Company's liability for Taxes in respect of pre-closing periods), or any breach of any of the following:
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Examples of Unlimited Claims in a sentence

  • The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims.

  • Section 8.1 (Liability Caps) does not apply to any Unlimited Claims.

  • The aggregate Losses payable by the Buyer pursuant to this Article 9 with respect to all claims for indemnification, other than with respect to Unlimited Claims, shall not exceed the total amount referred to in the preceding sentence.

  • Claims by the Purchaser against the Seller or Guarantor for Losses pursuant to this Agreement shall be satisfied (i) first, from the Escrow Amount, to the extent of the Escrow Amount, in accordance with the terms of the Escrow Agreement, and (ii) second, then, solely with respect to Seller Unlimited Claims, from the Seller or Guarantor directly.

  • The liability caps in Section 9.1 do not apply to any Unlimited Claims.

  • The remedies provided in this Agreement shall be cumulative and shall not preclude any party from asserting any other right, or seeking any other remedies, against the other party or any third Person; provided however, that (other than for Seller or Purchaser Unlimited Claims, as defined in Section 9.07 below) the sole and exclusive remedy for monetary damages under this Agreement shall be the Escrow Amount, except for any claims arising from any fraud on behalf of Purchaser, Seller, Target or Guarantor.

  • Unlimited Claims shall not be subject to any aggregate liability.

  • The Unlimited Claims shall survive until thirty (30) days following expiration of all statutes of limitation applicable to the matters referred to therein, at the latest five (5) years from the Closing Date.

  • At the time, KPMG was selling something called the Short Option Strategy (SOS)--a type of Son-of-BOSS transaction--to its high-net-worth clients.

  • With respect to any claim by a Buyer Indemnified Party against any Bishxx Xxxemnitor for Buyer Indemnified Costs payable under Article X of this Agreement (including, without limitation, Unlimited Claims), the Buyer Indemnified Party shall first seek payment only out of the Bishxx Xxxrowed Amount for all amounts due to the Buyer Indemnified Party from such Bishxx Xxxemnitor with respect to such claim in an amount not to exceed the Maximum Escrow Amount (as defined below) of such Bishxx Xxxemnitor.


More Definitions of Unlimited Claims

Unlimited Claims means all (a) claims in respect of Taxes that are made with respect to the representations and warranties in Section 2.24 or are governed by Article 8 of this Agreement ("Tax Claims"); (b) claims based upon a willful, grossly negligent, fraudulent or intentional misrepresentation of the Sellers or the Company contained in this Agreement or any other document, list, exhibit or instrument furnished in connection herewith ("Fraud Claims"); (c) claims made with respect to the representations and warranties in Sections 2.1 through 2.5 ("Corporate Matters Claims"); (d) claims made under Section 4.1(d) relating to the former shareholders of the Company; (e) claims made with respect to representations and warranties in Sections 2.13 and 2.14 ("Employee Claims"); (f) claims made with respect to representations and warranties in Sections 2.16 and 2.17 ("Benefits Claims"); (g) claims made with respect to the Sellers' duties pursuant to Section 1.3 ("Expense Claims"); (h) claims made under Section 4.1(f) with respect to products sold by the Company prior to the Closing ("Product Claims"); and (i) claims made with respect to representations and warranties in Section 2.9 ("Title to Asset Claims"). The term "Unlimited Claims" shall not be construed to serve as a waiver of the amount limitations set forth in Section 4.2(c) below.
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Unlimited Claims shall not be construed to serve as a waiver of the amount limitations set forth in Section 4.2(c) below.
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Unlimited Claims means claims for indemnification hereunder, to the extent that they are not Limited Claims.
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Unlimited Claims means Claims involving fraud or Wilful Breach and Claims relating to Fundamental Warranties;
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Unlimited Claims means all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses, including reasonable legal fees and expenses (including Recovery Costs and court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding), that any of the Buyer Indemnified Parties incurs and that arise out of any breach by the Company of the Federal Income Tax Representation or the last sentence of Section 3.1(c) or a breach by any Selling Stockholder of any of its representations and warranties contained in Section 3.2(a), or a breach by the Company or any Selling Stockholder of any of its respective representations, warranties and covenants contained in Section 7.4, or its respective covenant contained in Section 12.7, other than breaches by the Company of such covenants after the Closing.
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Unlimited Claims means all claims for Damages related to or arising --------- ------ directly or indirectly out of or in connection with any inaccuracy in or breach of any representation or warranty made by the Company or any of the Principal Stockholders in Sections 3.2 ("Authorization and Enforceability"), 3.3 ("Capitalization"), 3.11 ("Taxes"), 3.27 ("Brokers"), or (to the extent that it relates to any of the foregoing) 3.31 ("Disclosure") hereof, and all claims for damages arising from AGI Indemnified Claims arising under clause (iii) of the definition thereof.
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Related to Unlimited Claims

  • General Unsecured Claims means any unsecured claim (other than an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, a Prepetition Term Loan Claim, or an Intercompany Claim) against one or more of the Debtors including (a) Claims arising from the rejection of Unexpired Leases and Executory Contracts to which a Debtor is a party, and (b) Claims arising from any litigation or other court, administrative or regulatory proceeding, including damages or judgments entered against, or settlement amounts owing by a Debtor related thereto.

  • Unsecured Claims means claims which are not secured by any property of the Debtor’s Estate and which are not part of any other class defined in this Plan.

  • General Unsecured Claim means any Claim that is not a/an: Administrative Claim; DIP Facility Claim; Professional Fee Claim; Priority Tax Claim; Secured Tax Claim; Other Priority Claim; Other Secured Claim; Intercompany Claim; Prepetition Debt Claim; or 510(b) Equity Claim.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Released Class Claims means the claims being released as described in Paragraph 6.2 below.

  • Class 3 means, at any time, all Class 3 Loans at such time.

  • 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

  • Related Claims means all Claims for Wrongful Acts based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, causally or in any other way.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

  • DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Other Priority Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Other Secured Claims means any Secured Claim against the Debtors that is not an Administrative

  • Released Claims means all Released Defendants’ Claims and all Released Plaintiffs’ Claims.

  • Unsecured Claim means a Claim that is not an Administrative Claim, a Priority Tax Claim, a Priority Claim, or a Secured Claim.

  • Allowed Unsecured Claim means all or that portion of an Unsecured Claim which is an Allowed Claim.

  • Preferred claim means a claim with respect to which the terms of this chapter accord priority of payment from the general assets of the insurer.

  • DIP Claims means, collectively, the DIP ABL Claims and the DIP Term Loan Claims.

  • Settled Claims means any and all of the claims, debts, demands, rights, actions, causes of action, suits, matters, issues, damages, losses or liabilities whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on United States or Canadian federal, state, provincial, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted (or proposed as amendments) in any of the Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or are based upon the allegations, transactions, facts, matters, breaches, occurrences, financial statements, statements, representations or omissions involved, set forth, or referred to in the Actions or in proposed amendments.

  • Securities Claim means any Claim, whether or not the subject of an existing lawsuit, arising from the rescission of a purchase or sale of a debtor security, for damages arising from the purchase or sale of any such security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of any such Claim.

  • Term Loan Claims means the Claims arising in respect of the term facility under the Credit Agreement.

  • Priority Claims means, collectively, Priority Tax Claims and Other Priority Claims.

  • Approved Claims means complete and timely claims, submitted by Settlement Class Members, that have been approved for payment by the Settlement Administrator.

  • Exculpated Claim means any claim related to any act or omission in connection with, relating to or arising out of the Debtors’ in or out-of-court restructuring efforts (including any and all actions associated with exploration and solicitation of financing/refinancing opportunities, sales or similar transactions, restructurings, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation or filing of the Disclosure Statement or the Plan or any contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of confirmation of the Plan, the administration and implementation of the Plan, the issuance of the Series 2020 Note and the execution of 2020 Bond Documents, or the distribution of property under the Plan or any other related agreement; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct or fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly established or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

  • Agreed Claims shall have the meaning set forth in Section 8.6(c).

  • Secured Claim means a Claim: (a) secured by a valid, perfected, and enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.