Sub Claims definition

Sub Claims any claim with respect to injury, loss, Liability, damage or expense that (a) is or was incurred or asserted by a third party to have been incurred on or prior to the Distribution Date in, or in connection with, the conduct of the Contributed Businesses or the operation of the Contributed Assets and (b) arose or may have arisen out of one or more occurrences or events that are or may be insured or insurable under one or more of Parent's Insurance Policies.
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Sub Claims any claim with respect to injury, loss, Liability, damage or ---------- expense that (a) is or was incurred or asserted by a third party to have been incurred on or prior to the Distribution Date in, or in connection with, the conduct of the Contributed Businesses or the operation of the Contributed Assets and (b) arose or may have arisen out of one or more occurrences or events that are or may be insured or insurable under one or more of Parent's Insurance Policies. Sub Common Stock: the common stock of Sub, par value $.01 per share. ---------------- Sub Party: shall have the meaning set forth in Section 5.5 hereof. ---------
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Examples of Sub Claims in a sentence

  • Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of all WCAS Sub Claims for which WIN is liable pursuant to: (i) Section 9.2(a) (other than as a result of the breach of the Fundamental Representations), exceed an amount equal to Fifty Million Dollars ($50,000,000) and (ii) Section 9.2(b) or (c), exceed an amount equal to the Transaction Amount less any amounts paid pursuant to Section 9.2(a).

  • Notwithstanding any other provision of this Agreement, WIN shall have no indemnification obligations under Section 9.2 for any WCAS Sub Claim or series of related WCAS Sub Claims as to which the aggregate Damages are less than or equal to $50,000 and, further, such WCAS Sub Claims shall be disregarded for purposes of calculating the amount by which the WCAS Sub Claims exceed the Basket.

  • Sub will obtain an Incurred But Not Reported ("IBNR") policy extending to Sub the rights of Parent, if any, as an insured party under Parent's Insurance Policies with respect to Sub Claims.

  • The foregoing matters giving rise to the rights of the MBS/MBS Sub Indemnified Parties to indemnification hereunder are referred to as the "MBS/MBS Sub Claims".

  • The foregoing matters giving rise to the rights of the Imagine/Imagine Sub Indemnified Parties to indemnification hereunder are referred to as the "Imagine/Imagine Sub Claims".

Related to Sub Claims

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor.

  • DIP Claims means, collectively: (a) the TCEH DIP Claims; and (b) the EFIH First Lien DIP Claims.

  • Released Plaintiffs’ Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (defined below), that Plaintiffs asserted against the Released Defendant Parties in the complaints filed in the Action, or that Freeport could have asserted directly, or that Plaintiffs or any other Freeport Stockholder could have asserted derivatively on behalf of Freeport against the Released Defendant Parties, in any court, tribunal, forum or proceeding, whether based on state, local, foreign, federal, statutory, regulatory, common or other rule of law, based upon, arising out of, relating to, or concerning (which phrases are intended to be construed as broadly as permitted under applicable Delaware law as to the scope of releases provided in consideration for settlement of derivative claims): (i) Freeport’s decision to acquire and acquisition of MMR, which transaction was announced December 5, 2012 and closed June 3, 2013, (ii) Freeport’s decision to acquire and acquisition of Plains, which transaction was announced December 5, 2012 and closed May 31, 2013, or (iii) the actions, inactions, conduct, deliberations, discussion, decisions, votes or any other conduct of any kind of the Freeport officers or directors relating to the Transactions or the Freeport Board’s approval of the Transactions, but excluding (a) any claims Freeport may have against Credit Suisse arising from Credit Suisse’s bad faith, gross negligence, willful misconduct or fraud, as those terms are used in the Engagement Letter between Freeport and Credit Suisse dated September 20, 2012, in connection with its engagement to act as lead financial advisor to the Special Committee of the Freeport Board with respect to Freeport’s decision to acquire and acquisition of MMR and Plains, and (b) any claims relating to the enforcement of the Settlement. For the avoidance of doubt, Released Plaintiffs’ Claims do not include any direct claims belonging to Freeport Stockholders, and such claims are not released by this Settlement.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.