Shared Claims definition

Shared Claims has the meaning set forth in Section 10.3.

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Shared Claims shall have the meaning set forth in Section 2.3(b)(iii).

Examples of Shared Claims in a sentence

If employees of both the Company and CFI cause any such Losses or Liabilities relating to LJSC, then they shall be Shared Claims and dealt with as provided in this Article VII.
The Buyer shall not incur, nor permit the Company to incur, any expenses relating to such Shared Claims without the prior written consent of the Seller.
The Parties agree that the fees, costs and expenses of any advisors (including attorneys) contracted by the Parties in connection with the conduction of the Shared Claims shall be billed directly to the Party that will be responsible for the payment of such fees, costs and expenses, regardless of whether they consist of Indemnifiable Losses under the Transaction Documents.
Any proceeds or settlement of a Shared Claim shall be allocated as follows: (a) until such time as the Shared Claims Recovery Amount plus the Project Savings equals $4,000,000 and Parent/Seller has received any and all amounts of the Shared Claims Recovery Amount and the Project Savings to which it is entitled under this Agreement, one hundred percent (100%) to the Parent/Seller, and (b) at all times thereafter, in accordance with Section 5(l) below.
From and after the date that the Shared Claims Recovery Amount plus the Project Savings equals $4,000,000 and the Parent/Seller has received any and all amounts of the Shared Claims Recovery Amount and the Project Savings to which it is entitled under this Agreement, the Shared Claims Recovery Amount and the Project Savings shall be shares at a rate of 50% to the Parent/Seller and 50% to the Buyer.
The parties shall cooperate with each other in the defense or settlement of Shared Claims to the effect that (a) subject to the provisions of SECTION 6.2, the party bearing the greater Liability shall be responsible for the control and administration of any Shared Claim and (b) the other party shall cooperate with such party with respect to such control and administration.
In addition, any use of Developer Content, Developer Tools, Open Source Content and Pre-Release Products in connection with any ▇▇▇▇▇▇▇▇▇▇.▇▇▇ services that are provided under a master subscription agreement is subject to the restrictions of such master subscription agreement between you and Salesforce or any of its Affiliates.
The portion of the Shared Claims Recovery Amount that is required to be paid, if any, to the Parent/Seller (if ABW or the Buyer receives the recovery or settlement) and the Buyer (if Parent receives the recovery or settlement) with respect to any Shared Claim shall be distributed by the receiving party within thirty (30) days after such party receives such Shared Claims Recovery Amount.
The Parties hereby acknowledge that Seller shall be entitled to first recover all expenses incurred by the Company and the Seller Entities in connection with all Shared Claims.
From and after the Closing Date, the Seller shall be responsible for managing and pursuing Shared Claims in Seller's sole discretion.

More Definitions of Shared Claims

Shared Claims means the project construction claims, actions, suits, proceedings, charges or complaints initiated by the Company against general contractors, construction managers, owners and other Third Parties that are (a) listed in Section 1(d) of the Disclosure Schedule, and (b) initiated after the Closing on behalf of the Company with respect to Seller Projects in accordance with Section 5(j) hereof. “Shared Claims Recovery Amount” means the aggregate amount actually paid by any Third Party to the Seller or ABW in satisfaction of a Shared Claim minus the aggregate expenses incurred by the Company prior to the Closing and by the Seller after the Closing, as the case may be, in connection with such Shared Claim. “Subsidiary” means any corporation (or other entity) with respect to which a specified Person or a Subsidiary thereof owns a majority of the common stock (or analogous equity interest, as applicable) or has the power to vote or direct the voting of sufficient securities to elect a majority of members of the board of directors (or analogous governing body, as applicable). “Tax Returns” means federal, state, foreign and local Tax reports, returns, information returns and other documents. “Taxes” or “Tax” shall mean all taxes, assessments, charges, duties, fees, levies or other governmental charges, including, without limitation, all federal, state, local, foreign and other income, franchise, profits, capital gains, capital stock, transfer, sales, use, registration, value added, occupation, property, excise, severance, windfall profits, stamp, license, payroll, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest and shall include any liability for such amounts as a result either of being a member of a combined, consolidated, unitary or Affiliated Group or of a contractual obligation to indemnify any Person. “Taxing Authorities” means the Internal Revenue Service and any other federal, state or local authority which has the right to impose Taxes on the Company or a Seller Entity. 5 “Third Party” means a Person other than Buyer, Parent, Seller, ABW and any of their respective Affiliates. “Third Party Claim” has the meaning set forth in Section 7(g) below. “Transferred Employees” has the meaning set forth in ...