The Claims Sample Clauses

The Claims. The claim or claims shall define the matter for which protection is sought. Claims shall be clear and concise. They shall be fully supported by the descrip- tion.
The Claims whether actual, prospective or contingent, direct or indirect, whether a claim to payment of money or to performance of any other obligation, and whether or not the said rights and interest were within the contemplation of the Parties at the Signature Date;
The Claims. The Claims are legal, valid, bidding and enforceable claims granted by the United States Bureau of Land Management to Seller and, to the knowledge of Seller are in full force and effect and Seller has not, nor to its knowledge has any other party thereto, violated any provision thereof, and complete copies of all of the Claims disclosed on Exhibit A of this Agreement have been delivered to Buyer. Except as set forth on Schedule 6(e), none of the Claims is subject to modification, lapse or termination, not is the consent of any party required, as a result of the execution and delivery of this Agreement or the consummation of the transaction it contemplates.
The Claims. 4.1 Chapter Outline This chapter sets out the key arguments in the claimant’s case, including criticism of the development, implementation, and likely effect of roc*roi and macrns. The chapter details Mr Hemopo’s concerns with the roc*roi tool, including the reasons for reducing the weight- ing of the ethnicity variable to zero, consultation over the development of roc*roi, and the possible prejudicial effect of the tool. macrns are claimed to be flawed in their inception, consultation, and implementation, and to have a potentially prejudical effect on Maori offenders. Mr Hemopo claimed that the departmental review of macrns was not accorded sufficient weight by the department, nor was it followed up in any meaningful way. 4.2 The ROC*ROI Model 4.2.1 Concerns with the ethnicity variable
The Claims. Pursuant to that certain Purchase Agreement dated as of February 19, 2003, among CP RS Holdings (now known as Aventine), Williams, and WES (the “Purchase Agreement”), Aventine acquired 100% of the then-issued and outstanding limited liability company interests of Williams Bio-Energy, LLC (now known as Aventine Renewable Energy, LLC). Williams Bio-Energy, LLC, on the date of the execution of the Purchase Agreement, owned a majority interest in NELLC, which at the time owned and operated that certain ethanol production facility located in Aurora, Nebraska (the “Aurora Plant”). Pursuant to the terms of the Purchase Agreement, Williams and WES agreed to retain certain scheduled liabilities and made certain representations and warranties with respect to the assets of Williams Bio-Energy, LLC, including the Aurora Plant. On April 7, 2005, the District Court of Hamilton County, Nebraska, entered that certain Consent Decree in Case No. CI 05-41 (the “Aurora Consent Decree”) requiring, among other things, the implementation of an air pollution control technology plan with respect to the Aurora Plant. Claimant has asserted, under the terms of the Purchase Agreement, claims for indemnification and demands that Williams and WES pay for certain costs and expenses allegedly incurred by Claimant in connection with the Aurora Plant arising from or relating to the Aurora Consent Decree, including such costs and expenses presented in that certain Aventine’s Report on Nebraska Energy LLC Consent Decree Project dated October 17, 2007 (such claims for indemnification and demands collectively, the “Aurora Consent Decree Claims”).
The Claims. Subject to the terms and conditions of this Agreement, Newmont shall surrender, convey, and quitclaim to GAC, and GAC shall purchase and assume from Newmont, free and clear of all liens, claims, charges or encumbrances created by through or under Newmont, all of Newmont’s right, title, interest and obligations in and to the Claims as described in Part 1 of Exhibit A attached hereto.
The Claims. The “Claims” shall mean any and all known or unknown, past, existing, potential or future claims, demands, suits, actions, or requests for relief or action or forbearance of any kind or description asserted in or relating to the Declaratory Judgment Action, the Underlying Actions, the aircraft conversions at issue in the Declaratory Judgment Action and the conversion, repair, maintenance, upgrade, or modification of the aircraft at issue in the Underlying Actions. It is specifically understood and agreed that the “Claims” shall also include, without limitation, any claim, demand, suit, action or request for relief arising out of the action Kalitta Air L.L.C., et al. v. Central Texas Technologies Airborne Systems, Inc., Action No. C97-0378CW.

Related to The Claims

Claims Upon receipt by the Indemnified Party of notice of any claim, demand, suit or proceeding brought against it that might give rise to an indemnity claim under this Agreement (such claim, demand, suit or proceeding, a “Third Party Claim”), the Indemnified Party shall as soon as practicable send to the Indemnifying Party a notice specifying the nature of such Third Party Claim and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or suit); provided, however, that any delay or failure by the Indemnified Party to give notice to the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent, if at all, that the Indemnifying Party shall have been materially prejudiced by reason of such delay or failure. The Indemnifying Party shall have the right to assume the defense, at its own expense and by its own counsel, of any Third Party Claim; provided, however, that such counsel is reasonably acceptable to the Indemnified Party and the Third Party Claim could not (i) result in a conflict of interest between the Indemnified Party and the Indemnifying Party or (ii) involve a criminal or quasi-criminal charge. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel at its own expense provided, however, that the Indemnifying Party and its counsel shall have control of the defense of the Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or suit that the Indemnifying Party defends, or, if appropriate and related to the claim, demand, suit or proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. All reasonable costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party. No Third Party Claim may be settled or compromised (x) by the Indemnified Party without the prior consent of the Indemnifying Party or (y) by the Indemnifying Party without the prior consent of the Indemnified Party unless such settlement would result in no payment or other obligation from the Indemnifying Party. Notwithstanding the foregoing, an Indemnifying Party shall not be entitled to assume responsibility for and control of any judicial or administrative proceeding if such proceeding involves an Event of Default by the Indemnifying Party under this Agreement which shall have occurred and be continuing.
Litigation; Claims Buyer is not a party to, and there are not any claims, actions, suits, investigations or proceedings pending or threatened against Buyer or its business, at law or in equity, or before or any governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which if determined adversely would have a material effect on the business or financial condition of Buyer or the ability of Buyer to carry on its business. The consummation of the transactions herein contemplated will not conflict with or result in the breach or violation of any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.
Chapter 11 Claims Incur, create, assume, suffer to exist or permit any other Super-Priority Claim which is pari passu with or senior to the claims of the Agent and the Banks against the Borrower and the Guarantors hereunder, except for the Carve-Out.
Released Claims mean any and all manner of claims, demands, actions, suits, causes of action, whether class, individual, representative or otherwise in nature, whether personal or subrogated, whether a claim (including a proof of claim) is filed under the Plan of Allocation, damages whenever incurred, damages of any kind including compensatory, punitive or other damages, liabilities of any nature whatsoever, including interest, costs, expenses, class administration expenses, penalties, and lawyers’ fees (including Class Counsel Fees), known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or contingent, and liquidated or unliquidated, in law, under statute or in equity that Releasors, or any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have, relating in any way to any conduct occurring anywhere, from the beginning of time to the date hereof relating to any conduct alleged (or which could have been alleged) in the Action or Other Actions including, without limitation, any such claims which have been asserted, would have been asserted, or could have been asserted, directly or indirectly, whether in Canada or elsewhere, concerning, based on, arising out of, or in connection with both: (i) the purchase or other acquisition, holding, sale, disposition or other transactions in relation to Securities by Plaintiffs or any other Class Member during the period between February 27, 2012 and November 12, 2015; and (ii) the allegations, transactions, acts, facts, matters, occurrences, disclosures, statements, filings, representations, omissions, or events that were or could have been alleged or asserted in the Action or the Other Actions. For greater certainty, “costs” above includes all outstanding costs awards payable by Valeant, the Individual Defendants, the Insurer Defendants or the Underwriter Defendants to the Plaintiffs.
Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.
Rights of Action All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Shares), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.
Claims and Legal Actions Except for any FCC rulemaking proceedings generally affecting the broadcasting industry or as listed on Schedule 3.14 attached hereto, there is no claim, legal action, counterclaim, suit, arbitration, governmental investigation or other legal, administrative, or tax proceeding, nor any order, decree or judgment, in progress or pending, or to the knowledge of Seller threatened, against or relating to Seller with respect to its ownership or operation of the Station or otherwise relating to the Assets or the business or operations of the Station, nor does Seller know or have reason to be aware of any basis for the same. In particular, but without limiting the generality of the foregoing, there are no applications, pending or, to the best of its knowledge, complaints or proceedings pending or threatened (i) before the FCC relating to the business or operations of the Station other than rule making proceedings which affect the television industry generally, (ii) before any federal or state agency relating to the business or operations of the Station involving charges of illegal discrimination under any federal or state employment laws or regulations, or (iii) before any federal, state, or local agency relating to the business or operations of the Station involving zoning issues under any federal, state, or local zoning law, rule, or regulation.
CLAIMS AND LAWSUITS PDC may settle any single uninsured third party damage claim or suit arising from operations hereunder if the expenditure does not exceed One Thousand Dollars ($1,000.00) and if the payment is in complete settlement of such claim or suit. If the amount required for settlement exceeds the above amount, the Partnership shall assume and take over the further handling of its interest in the claim suit, unless such authority is delegated to PDC. All costs and expenses of handling, settling, or otherwise discharging such claim or suit shall be at the joint expenses of the parties participating in the operation from which the claim or suit arises. If a claim is made against any party or if any party is sued on account of any matter arising from operations hereunder over which such individual has no control because of the rights given Operator by this agreement, such party shall immediately notify all other parties, and the claim or suit shall be treated as any other claim or suit involving operations hereunder all claims and suits involving title to any interest subject to this Agreement shall be treated as a claim or suit against all parties participating in the Prospect so affected.
Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Unknown Claims The Parties represent that they are not aware of any claim by either of them other than the claims that are released by this Release. Employee acknowledges that he has been advised by legal counsel and are familiar with the principle that a general release does not extend to claims which the releasor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the Releasee. Employee, being aware of said principle, agree to expressly waive any rights Employee may have to that effect, as well as under any other statute or common law principles of similar effect.