Unrestricted Claims definition

Unrestricted Claims. The following limitations on liability do not apply to claims against Distributor by Participant (i) where Distributor’s liability is based on Distributor’s negligent acts or omissions, wrongful conduct and/or breach of any representations, express warranties or agreements made by Distributor in or through this Participant Joinder Agreement; (ii) for breach of implied warranties, if any (including, without limitation, any implied warranty of merchantability and any implied warranty of fitness for a particular purpose) where the breach resulted from Distributor’s negligent acts or omissions or wrongful conduct; or (iii) which seek to recover – by way of indemnity, contribution, or otherwise – for amounts paid or obligated to be paid by Participant to third parties (“Unrestricted Claims”).
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Unrestricted Claims means any claims pursuant to ARTICLE XI or ARTICLE XII with respect to: (i) any Specified Representations, (ii) any Specified Covenants, (iii) any intentional or willful breaches by the Seller or the Company of any covenants or agreements set forth herein, and (iv) any Seller Covenant to be made or performed following the Closing.
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Unrestricted Claims shall have the meaning set forth in Section 9.1(b).
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Examples of Unrestricted Claims in a sentence

  • With respect to claims other than Unrestricted Claims (“Restricted Claims”), any and all implied warranties, if any (including, without limitation, any implied warranty of merchantability and any implied warranty of fitness for a particular purpose) shall be deemed to have been waived.

  • The foregoing limitations and restrictions shall not apply to any Unrestricted Claims asserted against Distributor by any subrogated insurer of UFPC or the Participants.

  • See ArtI.S7.C2.1 Overview of Presidential Approval or Veto of Bills.7 Id. art.

  • Ms. Corona says that in January 2019, Mr. Lumsden was supportive and flexible regarding her attendance.

  • In the event the number of Parent Shares in the Escrow Property is insufficient to pay the amount of the purchase price adjustment in favor of the Parent under the Merger Agreement or any claim for which the Escrow Property is the sole and exclusive remedy in full (other than Unrestricted Claims), the Parent shall not be entitled to collect any amounts in excess of the then available Escrow Property and no Stockholder or other Person shall have any liability for any shortfall.

  • Representative acknowledge and agree that the Escrow Property shall be the Parent’s sole and exclusive remedy for any claims under Sections 12.2(a) and 13.1(a) of the Merger Agreement (other than Unrestricted Claims).

  • The foregoing limitations and restrictions shall not apply to any Unrestricted Claims asserted against Distributor by any subrogated insurer of a Participant.

  • Notwithstanding anything herein to the contrary, the agreements and other obligations of each Supporting Creditor hereunder apply only with respect to such Supporting Creditor's Relevant Claims and do not apply to, and shall have no effect in respect of, any Unrestricted Claims such Supporting Creditor has or may have against any member of the NRG Group.

  • Other than with respect to the Unrestricted Claims, Purchaser’s exclusive remedy with respect to Claims resulting from or relating to any misrepresentation, breach of warranty, or failure to perform any covenant or agreement, or Losses based upon, arising out of, or resulting from this Agreement or the other Transaction Documents, shall be limited to the Escrow Amount, shall be paid from the Escrow Account only, in accordance with the terms of the Escrow Agreement.

  • Notwithstanding anything herein to the contrary, the agreements and other obligations of each Supporting Creditor hereunder apply only with respect to such Supporting Creditor’s Relevant Claims and do not apply to, and shall have no effect in respect of, any Unrestricted Claims such Supporting Creditor has or may have against any member of the NRG Group.


More Definitions of Unrestricted Claims

Unrestricted Claims means claims held by a Supporting Creditor against any member of the NRG Group other than such Supporting Creditor's Relevant Claims.
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Related to Unrestricted Claims

  • Unrestricted Cash means cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries.

  • Unrestricted Global Notes means Global Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.

  • Unrestricted Global Note means a Global Note that does not bear and is not required to bear the Private Placement Legend.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Unrestricted Stock means an Award pursuant to Section 11 hereof.

  • Unrestricted Global Security means a Global Security that is not a Restricted Security.

  • Unrestricted Certificated Security means a Certificated Security that is not a Transfer Restricted Security.

  • Unrestricted Person means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

  • Restricted Classes As defined in Section 4.02(e).

  • Unrestricted Cash and Cash Equivalents means, with respect to any Person, cash and Cash Equivalents of such Person that are free and clear of all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of such Person.

  • Unrestricted Shares means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.

  • Excluded Claims means (a) a party’s breach of its obligations in Section 5 (Confidential Information) (but excluding obligations and/or claims relating to Customer Data); (b) either party’s express obligations under Section 11 (Indemnification); and (c) liability which, by law, cannot be limited.

  • Unrestricted Securities means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit A hereto, including, without limitation, the Exchange Securities and any Securities registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Eligible interests means interests or memberships.

  • Converted Unrestricted Subsidiary has the meaning specified in the definition of “Consolidated EBITDA.”

  • Unrestricted Subsidiaries means any Subsidiary of the Borrower designated by the Borrower as such in writing in accordance with Section 7.10(e); it being understood and agreed that (i) the term “Unrestricted Subsidiary” shall include all Subsidiaries of any such designated Subsidiary, and (ii) any Unrestricted Subsidiary may subsequently be designated by the Borrower as a Restricted Subsidiary subject to the terms of Section 7.10(e).

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

  • Unrestricted Subsidiary Indebtedness of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary

  • Unrestricted Definitive Notes means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Approved Claims means Settlement Claims in an amount approved by the Claims Administrator or found to be valid through the Dispute Resolution process.

  • Unrestricted Definitive Security means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.

  • Unrestricted Definitive Note means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Unrestricted Subsidiary means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: