Unreleased Claims definition
Unreleased Claims has the meaning set forth in Section 4.3.
Unreleased Claims means any and all Causes relating to or arising out of (i) salary, benefits, or any other remuneration payable in the current compensation period or not yet become due in accordance with customary pay practices and positive Legal Requirements requiring payment by a specific date (including the right to receive commissions or bonuses to the extent earned for a monthly, quarterly, or other period not yet completed or for which payment would not ye have been made in the ordinary course (i.e. in the next compensation cycle)), (ii) rights, commitments, and obligations of the Company related to any Company Option not yet exercised or otherwise constituting outstanding capital stock of the Company, subject to adjustment as set forth herein and in the Stock Option Assumption Agreement (in the form previously reviewed by the Company’s and Sellers’ counsel) (the “Stock Option Assumption Agreement”), (iii) the rights of any Seller arising out of this Agreement, the other Transaction Documents, or the transactions contemplated hereby and thereby, and (iv) Seller’s title to or economic ownership of any capital stock of the Company, subject to adjustment as set forth herein and in the Stock Option Assumption Agreement (but, for the avoidance of doubt, this subsection (iv) shall not extend to or cause this definition of Unreleased Claims to extend to any Causes or other claims stemming from Seller’s ownership of capital stock of the Company in such Seller’s capacity as a stockholder and such Causes and other claims shall be included in the release provided in this Section 3.5(a)).
Unreleased Claims has the meaning set forth in Section 6.7.
Examples of Unreleased Claims in a sentence
It is further understood and agreed that Executive waives all rights under Section 1542 of the California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction with respect to any Claims other than the Executive Unreleased Claims.
In furtherance of this Release, you promise not to bring any Claims (other than Unreleased Claims) against any of the Released Parties in or before any court or arbitral authority.
Except with respect to Unreleased Claims (as defined herein), Employee agrees that the foregoing release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the Releasors.
In addition, in consideration of the provisions of this Settlement Letter, you further agree 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 your favor as of the date of this Settlement Letter, except for the Ormond Unreleased Claims.
In addition, in consideration of the provisions of this Settlement Letter, the Company and QCP further agree 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 its favor as of the date of this Settlement Letter, except for the Company/QCP Unreleased Claims.
More Definitions of Unreleased Claims
Unreleased Claims means (i) any claims, suits, demands, actions, causes of action, whether for contribution or indemnification, damages, judgments, settlements, fines, attorney fees, costs, penalties or any other demands, liabilities or obligations of any kind or nature whatsoever, in law or at equity, asserted or unasserted, known or unknown, which CommerceHub is not required to indemnify you for under the Indemnification Agreement between you and CommerceHub dated as of October 7, 2014 (the “Indemnification Agreement”), and (ii) any right of CommerceHub to enforce the terms of this Agreement and/or the Indemnification Agreement. CommerceHub acknowledges that it intends that this Agreement shall be effective as a bar to each and every one of the Company Claims hereinabove mentioned or implied. CommerceHub expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Company Claims (notwithstanding any statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Company Claims), if any, as well as those relating to any other Company Claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. CommerceHub acknowledges and agrees that this release is an essential and material term of this Agreement, and you are entering into this Agreement in reliance on such release. CommerceHub further agrees that if it brings a Company Claim seeking damages or relief against you, or if it seeks to recover against you in any Company Claim brought by a governmental agency on its behalf, the release set forth in this Agreement shall serve as a complete defense to such Company Claims, and it shall reimburse you for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Company Claim.
Unreleased Claims means the claims specifically identified in this paragraph, which are not released by this Agreement: (a) gas produced outside the Class Period; (b) royalty computed and/or paid by others (not the Released Parties); (c) claims related to royalty payment adjustments that Defendants may make in the ordinary course of business reflecting routine prior period adjustments for clerical or administrative errors concerning prices actually received or volumes actually sold that historically have been addressed by Defendants by way of prior period adjustments (other than claims of underpayment as a result of direct or indirect deduction of production and/or costs incurred after the gathering line inlet), but only to the extent that (i) the adjustment reflects a retroactive price, volume, or value adjustment, and (ii) the adjustment pertains to gas or gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced outside of the Class Period; and (iii) the adjustments increase but do not decrease the amount of royalty owed to the Settlement Class Members during the Release Period; (d) claims regarding entitlement to money held in suspense by Defendants, and interest owed thereon, if any, after the Effective Date; (e) claims that Defendants failed to comply with obligations to protect Settlement Class Members from drainage or other implied covenants not related to royalty calculation, accounting, or payment; (f) claims that Defendants breached obligations to Settlement Class Members to develop Oklahoma oil and gas leases;
Unreleased Claims has the meaning set forth in Section 10.1
Unreleased Claims shall refer to:
Unreleased Claims means the claims specifically identified in this paragraph, which are not released by this Agreement: (a) gas produced outside the Class Period; (b) royalty computed and/or paid by others (not the Released Parties); (c) claims related to royalty payment adjustments that Defendants may make in the ordinary course of business reflecting routine prior period adjustments for clerical or administrative errors concerning prices actually received or volumes actually sold that historically have been addressed by Defendants by way of prior period adjustments (other than claims of underpayment as a result of direct or indirect deduction of production and/or post-production costs), but only to the extent that (i) the adjustment reflects a retroactive price, volume, or value adjustment, and
Unreleased Claims has the meaning set forth in Section 7.4. “Zero Profit Extension” has the meaning set forth in the Disclosure Schedules.
Unreleased Claims. : means (i) any direct and/or class action claims (not derivative claims) asserted against any of the Defendants expressly named as a defendant in the class action captioned In re Momentus Inc. S’holder Litig., Case No. 2022-1023 (Del. Ch. Nov. 11, 2022) before the Honorable Paul A. Fioravanti, Jr.; or (ii) any claims for indemnification or advancement, entitlement to insurance proceeds, or any other claim belonging to an Individual Defendant against the Company.