Purchaser Extra Contractual Obligations definition

Purchaser Extra Contractual Obligations means all liabilities for compensatory, consequential, exemplary, punitive or other special or similar damages which relate to or arise in connection with, and any settlement, defense or investigation costs incurred in connection with, any alleged or actual act, error, omission or other event in connection with the handling of any claims by Purchaser or any of its Affiliates on or after the Closing Date, whether acting on behalf of Seller, FGWLA or CLAC or any of their Affiliates pursuant to the Administrative Services Agreements or otherwise, under any of the Insurance Contracts, Reinsured Contracts, Administered Contracts or Assigned and Assumed Contracts in connection with the marketing, issuance, delivery, cancellation or administration of any of any such Contracts on or after the Closing Date; provided, however, that in no event shall Purchaser Extra Contractual Obligations include Sellers Extra Contractual Obligations. Acts or omissions of the Business Employees under the supervision of Purchaser or any of its Affiliates on or after the Closing Date shall be attributed to Purchaser for the purposes of this definition.
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Purchaser Extra Contractual Obligations means all liabilities for consequential, exemplary, punitive, special or similar damages (other than any such damages that may arise under the terms and conditions of the Insurance Contracts or Reinsurance Contracts) which arise from any actual or alleged act, error or omission by Purchaser or any of its Affiliates after the Closing Date, whether or not intentional, in bad faith or otherwise in connection with the issuance, delivery, cancellation or administration of any of the Insurance Contracts or the Reinsurance Contracts, including, without limitation, any act, error or omission relating to (i) the marketing, underwriting, production, issuance, delivery, cancellation or administration of the Insurance Contracts and Reinsurance Contracts, (ii) the investigation, defense, trial, settlement or handling of claims, benefits, or payments under the Insurance Contracts and Reinsurance Contracts, or (iii) the failure to pay or the delay in payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Insurance Contracts and Reinsurance Contracts.
Sample 1
Purchaser Extra Contractual Obligations means any liability for fines, penalties, forfeitures, punitive, special, exemplary or other form of extra-contractual damages, which liabilities or obligations arise from any actual or alleged act, error or omission, whether or not intentional, negligent, or in bad faith by Purchaser or any of its Affiliates after the Closing Date in connection with the issuance, delivery, cancellation or administration of any of the Insurance Contracts.
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Examples of Purchaser Extra Contractual Obligations in a sentence

  • For the avoidance of doubt, any and all Losses for which the Administrator is obligated to indemnity any Company Indemnified Party hereunder are Purchaser Extra Contractual Obligations.


More Definitions of Purchaser Extra Contractual Obligations

Purchaser Extra Contractual Obligations means: (a) all Extra Contractual Obligations to the extent such obligations arise out of acts, errors or omissions occurring (or, in the case of omissions, failing to occur) at any time on or after the Effective Date by either the Purchaser or LLANY or their respective directors, officers, employees, Affiliates, agents, representatives, successors and assigns; (b) all Sellers' Extra Contractual Obligations, except to the extent otherwise provided in Articles VIII and IX hereof; and (c) all liabilities or obligations to the extent such liabilities or obligations arise out of or relate to the Sellers' administration of claims, non-guaranteed elements, dividends and other aspects of or relating to the Policies or Post-Closing Policies on and after the Effective Date pursuant to recommendations from Purchaser or LLANY pursuant to the Coinsurance Agreements or Administrative Services Agreements.
Sample 1
Purchaser Extra Contractual Obligations means all liabilities and obligations for consequential, extra-contractual, exemplary, punitive, special or similar damages (other than those arising under the express terms and conditions of the Purchaser's Policies) which arise from any real or alleged act, error or omission, whether or not intentional, in bad faith or otherwise, including, without limitation, any act, error or omission relating to (1) the marketing, underwriting, production, issuance, cancellation or administration of the Purchaser's Policies, (2) the investigation, defense, trial, settlement or handling of claims, benefits, or payments under the Purchaser's Policies, or (3) the failure to pay or the delay in payment of benefits, claims or any other amounts due or alleged to be due under or in connection with the Purchaser's Policies.
Sample 1
Purchaser Extra Contractual Obligations means: (a) all Extra Contractual Obligations to the extent such obligations arise out of acts, errors or omissions occurring (or, in the case of omissions, failing to occur) at any time on or after the Effective Date by either the Purchaser or LLANY or their respective directors, officers, employees, Affiliates, agents, representatives, successors and assigns; (b) all Sellers' Extra Contractual Obligations, except to the extent otherwise provided in Articles VIII and IX hereof; and (c) all liabilities or obligations (exclusive of obligations arising under the express terms and conditions of the Policies and Post-Closing Policies and the other Liabilities) to the extent such liabilities or obligations arise out of or relate to the Sellers' administration of claims, Non-Guaranteed Elements, dividends and other aspects of or relating to the Policies or Post-Closing Policies on and after the Effective Date pursuant to recommendations from Purchaser or LLANY pursuant to the Coinsurance Agreements, Administrative Services Agreements or Transition Services Agreement.
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Related to Purchaser Extra Contractual Obligations

  • Extra Contractual Obligations shall be defined as those liabilities not covered under any other provision of this Contract and that arise from the handling of any claim on business covered hereunder, such liabilities arising because of, but not limited to, the following: failure by the Company to settle within the Policy limit, or by reason of alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of any action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such action.

  • Contractual Obligations means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

  • Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Contractual Requirement shall have the meaning provided in Section 8.3.

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • EU Standard Contractual Clauses means the standard contractual clauses approved by the European Commission in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as applicable (referencing Module 2: Transfer Controller to Processor) and as may be amended or replaced by the European Commission from time-to-time;

  • Subject Entity means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • IP Contracts shall have the meaning set forth in Section 3.14(b).

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Related Party Contract means any Contract between or among one or more of the Company and the Company Subsidiaries, on the one hand, and any Related Party of the Company or any Company Subsidiary, on the other hand.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Additional Senior Debt Documents means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Senior Collateral Documents.

  • Permitted Receivables Facility Documents means each of the documents and agreements entered into in connection with any Qualified Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests or the incurrence of loans, as applicable, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as the relevant Qualified Receivables Facility would still meet the requirements of the definition thereof after giving effect to such amendment, modification, supplement, refinancing or replacement.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • ABL Facility Documents means the agreements and other instruments governing the ABL Facility, together with any guarantees thereof and any security documents, other collateral documents and other instruments relating thereto (including documents and instruments governing Hedging Obligations required by the ABL Facility or relating to ABL Obligations).

  • Material Contracts has the meaning set forth in Section 3.09(a).