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

  • Subject to the Unlimited Claims detailed under clause 10, all claims for defects in Our Services are subject to a limitation period of 12 months following acceptance of such Services.

  • Instant SavingsA $125 deductible will cover most repairs or replacements for covered appliances,1 saving you hundreds or even thousands Unlimited Claims CoverageNo matter what the total cost of repair or replacement, all your covered claims are included.1 1 See terms, conditions, and limitations in the contract enclosed in this kit starting on page 10.

  • The Contractor’s liability for Unlimited Claims remains uncapped, liability for Data Breach is capped at a higher amount, and liability for other claims is capped at a lower amount.

  • The purchasing power of the Rohingya population has since decreased due to savings drying-up and assets - such as jewelry - stripped over the past 12 monthsAccess to labour market remains erratic due to limited mobility, legal constraints and extremely low wages.

  • The uncapped liability on Unlimited Claims and high cap on Data Breach provides robust protections to the Department.

  • Instant SavingsA $125 deductible will cover most repairs or replacements for covered plumbing, saving you hundreds or even thousands.1 Unlimited Claims CoverageNo matter the cost of repair or replacement, all your covered plumbing claims are included.1 1 See terms, conditions, and limitations in the contract enclosed in this kit starting on page 10.

  • IndemnificationA new Section 12 is added to address the Contractor’s obligation to indemnify the Department for three categories of claims: (i) Unlimited Claims, which consist of claims for personal injury, property damage, or infringement of property rights; (ii) Data Breach, which consists of claims in connection with a security or data breach or unauthorized disclosure of data; and(iii) other claims.


More Definitions of Unlimited Claims

Unlimited Claims means Claims involving fraud or Wilful Breach and Claims relating to Fundamental Warranties;
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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 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 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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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 Claims against any Debtor that are not Secured Claims, Administrative Claims, Priority Claims, Professional Compensation Claims, Intercompany Claims, or Equity Interests.

  • 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.

  • 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) (i) claims of creditors in respect of the Subordinated Notes and (ii) 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 or CET1 Capital, including, for the avoidance of doubt, all claims in respect of Deferred Shares.

  • 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. 4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration. 5. Choosing the Administrator: "Administrator" means the American Arbitration Association ("AAA"), 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxx.xxx; JAMS, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxxxxxx.xxx; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 6.

  • 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 any Claim that is not 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 claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether class or individual in nature, including both known claims and Unknown Claims (as defined below), (i) that have been asserted in this Action by the Class Members or any of them against any of the Released Parties (whether pleaded in the Complaint or not), or (ii) that could have been asserted from the beginning of time to the end of time in any forum by the Class Members or any of them against any of the Released Parties, which arise out of, relate in any way to, or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved in, set forth in, or referred to, or that could have been asserted in the Complaint and relate to the purchase, sale, transfer or acquisition of securities of Priceline.com during the Class Period, or any actions, representations or omissions that were alleged or might have been alleged to affect the price of publicly traded securities of Priceline.com during the Class Period. Notwithstanding the prior sentence, “Settled Claims” does not include any claims Class Members may have against Deloitte in its capacity as the

  • 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 any Claim on account of, arising under, derived from, or based upon the Term Loan Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto.

  • 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, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the settlement of Claims or renegotiation of Executory Contracts or Unexpired Leases, the negotiation of the Plan, the DIP Credit Agreement, the Plan Supplement, the Exit Facility Credit Agreement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration, consummation, and implementation of the Plan, the distribution of property under the Plan, or any transaction contemplated by the Plan or Disclosure Statement, or in furtherance thereof; provided, however, that Exculpated Claims shall not include any claim arising out of any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly set forth in 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 that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • Unresolved Claims shall have the meaning set forth in Section 9.6(b).