Retained Claim definition

Retained Claim means any claim, cause of action, defense, right of offset or counterclaim or settlement agreement (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) to the extent relating to, arising out of or resulting from to the Excluded Assets, Retained Liabilities or the Excluded Businesses.

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Retained Claim has the meaning set forth in Section 5.15(a).

Examples of Retained Claim in a sentence

The Parties agree to negotiate in good faith with respect to classifying any claim or suit under this Section 11.3. In the event that the Parties are unable to classify any claim or suit for a period of thirty (30) days after the date upon which a Party first discovers such claim or suit, then the Parties agree that such a dispute shall an RRD Retained Claim.
All workers’ compensation Liabilities relating to, arising out of, or resulting from (i) any EWS Retained Claim or (ii) any claim by an EWS Employee or Former EWS Employee that results from an accident, incident, or event occurring, or from an occupational disease which becomes manifest before the Distribution Date shall be retained by EWS.
All workers’ compensation Liabilities relating to, arising out of, or resulting from (i) any Duke Energy Retained Claim or (ii) any claim by a Duke Energy Employee or Former Duke Energy Employee that results from an accident, incident, or event occurring, or from an occupational disease which becomes manifest before the Distribution Date shall be retained by Duke Energy.
Without otherwise limiting the generality of the foregoing or any rights or remedies available to any Guarantor or any Guarantor Affiliate, the Company agrees, on its own behalf and on behalf of the other Releasing Persons, that this Limited Guarantee shall serve as a complete defense to any Released Claim (but expressly excluding any Retained Claim) against any Guarantor or any Guarantor Affiliate.
The Company and the Companies agree that they shall notify Parent or its attorneys, and shall allow sufficient time so that Parent will have reasonable opportunity to make a decision concerning whether to assert a privilege in the event that the Company intends to provide any documents or information to any Governmental Entity in connection with a Retained Claim.

More Definitions of Retained Claim

Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) relating to any of the Acquired Assets and in respect of the period prior to the Closing, and that satisfies at least one of the following: (a) such claim, cause of action, defense, right or settlement was asserted no later than twenty (20) Business Days after the Closing Date, (b) such claim, cause of action, defense, right or settlement would be available to any Seller or any of its Affiliates in response to a claim or cause of action asserted by a third party against Seller or any of its Affiliates (whether such claim or cause of action was made by such third party prior to or after the Closing), (c) such claim, cause of action, defense, right or settlement relates to any Intellectual Property matter or (d) such claim, cause of action, defense, right or settlement relates to a breach by a third party under an Acquired Contract, and Sellers did not have Knowledge as of the Closing of the underlying facts of such breach.

Retained Claim has the meaning set forth in Section ‎2.2(b)(viii).

Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) relating to the Business or any of the Purchased Assets and in respect of the period prior to the Closing, except all rights to sue at law or in equity for any past, present or future infringement, misappropriation, dilution or other violation of any Business Intellectual Property by a third party, including the right to receive all proceeds and damages resulting therefrom.

Retained Claim means a portion of the VMR Claim in an amount of R115,000,000 (one hundred and fifteen million rand) less all amounts which have been repaid by the Company to VMR and/or the Purchaser on account of any amounts owing by the Company to the Purchaser and/or VMR from time to time;

Retained Claim is defined in Section 12.6 of the Agreement.

Retained Claim means the “Retained Claim” as set forth in the Equity Commitment Letter.

Retained Claim means any Claim arising under (i) this Agreement, (ii) the TBA, or (iii) the Pegasus Non-Debtor Parties’ existing lease of office space at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. It is understood that nothing in Section 7 shall affect the Allowed Split Dollar Claim (as defined in the Stipulation Resolving Claim of the Pagon Insurance Trust stipulated and agreed on April 12, 2006).