Theory of Liability definition

Theory of Liability means any claim, obligation, liability, cause of action, or proceeding (in each case, whether in contract or in tort, at law or in equity, or pursuant to law or equity) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement or any document referenced herein, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any other document referenced herein, including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single-business enterprise, piercing the veil, unfairness, undercapitalization or otherwise. Upon payment of the Parent Termination Fee, none of Parent, Merger Sub or any Related Party of Parent will have any further liability or obligation to the Company relating to or arising out of this Agreement or the transactions contemplated hereby. No Debt Source Party shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. Notwithstanding anything in this Agreement to the contrary, upon payment of the Parent Termination Fee, no Debt Source Party or any of its Related Parties will have any further liability or obligation to the Company or any of its Related Parties relating to or arising out of this Agreement, the Debt Commitment Letter or the transactions contemplated hereby or thereby; provided, that for the avoidance of doubt, nothing in this Section 8.06 shall in any way limit or modify the rights and obligations of Parent under the Debt Commitment Letter, the Definitive Debt Financing Agreements or the transactions contemplated hereby or thereby.
Theory of Liability shall have the meaning set forth in Section 4.5(b).
Theory of Liability has the meaning set forth in Section 7.13(b).

Examples of Theory of Liability in a sentence

  • Andrew McClurg, Bringing Privacy Law Out of the Closet: A Tort Theory of Liability for Intrusions in Public Places, 73 n.

  • Agency Theory of Liability Given the deficiency of the direct-liability allegations, plaintiffs are left with their association did not produce or sell the mechanical device at issue).agency allegations.

  • McClurg, Bringing Privacy Law Out of the Closet: A Tort Theory of Liability for Intrusions in Public Places, 73 N.C. L.

  • Johnston, Bayesian Fact-Finding and Efficiency: Toward an Economic Theory of Liability under Uncertainty, 61 S.

  • John Prather Brown, Toward an Economic Theory of Liability, 2 Journal of Legal Studies 323, 1973.

  • Johnston, Bayesian Fact-Finding and Efficiency: Toward An Economic Theory of Liability Under Uncertainty, 61 S.

  • Alter Ego Theory of Liability to Pierce the Corporate VeilThe complaint also asserts liability based on the theory that individual defendants acted as the alter egos of the issuer and guarantor, and caused those entities to divest the funds that would have otherwise been available to pay the notes.

  • The NCAA's Special Relationship with Student-Athletes as a Theory of Liability for Concussion-Related InjuriesTezira AbeUniversity of Michigan Law SchoolFollow this and additional works at: https://repository.law.umich.edu/mlrPart of the Entertainment, Arts, and Sports Law Commons, Health Law and Policy Commons, and the Torts CommonsRecommended CitationTezira Abe, The NCAA's Special Relationship with Student-Athletes as a Theory of Liability for Concussion- Related Injuries, 118 MICH.

  • Martin, Jr., Reining in Lincoln’s Law: A Call to Limit the Implied Certification Theory of Liability Under the False Claims Act, 101 Cal.

  • Cole, Scott & Kissane, P.A., “Cat’s Paw” Theory of Liability, https://www.csklegal.com/news/cats-paw-theory- of-liability/.


More Definitions of Theory of Liability

Theory of Liability has the meaning set forth in ‎Section 8.3(d).
Theory of Liability means any claims, obligations, liabilities, causes of action, or proceedings (in each case, whether in contract or in tort, at Law or in equity, or pursuant to Law) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to, this Agreement or any other Transaction Documents, or the negotiation, execution, performance, termination or breach (whether intentional, willful, negligent or otherwise) of this Agreement or any other Transaction Document, including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement and including theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise.

Related to Theory of Liability

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Product Liability means liability for damages because of personal injury, death, emotional harm, consequential economic damage, or property damage, including damages resulting from the loss of use of property, arising out of the manufacture, design, importation, distribution, packaging, labeling, lease, or sale of a product, but does not include the liability of a person for those damages if the product involved was in the possession of the person when the incident giving rise to the claim occurred.

  • Indemnification Obligation means a Debtor’s obligation under an Executory Contract assumed in the Chapter 11 Cases or otherwise to indemnify directors, officers, employees or agents of such Debtor who served in such capacity at any time, with respect to or based upon any act or omission taken or omitted in any of such capacitates, or for or on behalf of any Debtor, pursuant to and to the maximum extent provided by such Debtor’s respective certificate of incorporations, certificates of formation, bylaws, similar corporate documents and applicable law, as in effect as of the Effective Date.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Products Liability means:Your legal liability in respect of Personal Injury and/or Property Damage caused by or arising out of any Products or the reliance upon a representation or warranty made at any time with respect to such products; but only where such Personal Injury and/or Property Damage occurs away from premises owned or leased by or rented to You and after physical possession of such products has been relinquished to others.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Product Liability Claim means a claim or cause of action that is asserted in a civil action pursuant to sections 2307.71 to 2307.80 of the Revised Code and that seeks to recover compensatory damages from a manufacturer or supplier for death, physical injury to person, emotional distress, or physical damage to property other than the product in question, that allegedly arose from any of the following:

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Special Damages shall have the meaning as set forth in Section 5.07.

  • Loss of Limb means loss by physical severance of a hand at or above the wrist or of a foot at or above the ankle.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnification Claim has the meaning set forth in Section 7.4(b).

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.

  • Indemnified Claims means any and all claims, demands, actions, causes of action, judgments, obligations, liabilities, losses, damages and consequential damages, penalties, fines, costs, fees, expenses and disbursements (including without limitation, fees and expenses of attorneys and other professional consultants and experts in connection with investigation or defense) of every kind, known or unknown, existing or hereafter arising, foreseeable or unforeseeable, which may be imposed upon, threatened or asserted against, or incurred or paid by, any Assignment Estate Indemnified Person or Assignee Indemnified Person, as applicable, at any time and from time to time, because of, resulting from, in connection with, or arising out of this Assignment, the transactions contemplated hereby, including but not limited to economic loss, property damage, personal injury or death in connection with, or occurring on or in the vicinity of, any assets of the Assignment Estate through any cause whatsoever, any act performed or omitted to be performed under this Assignment, the transactions contemplated hereby, or any breach by Assignor or Assignee, as applicable, of any representation, warranty, covenant, agreement or condition contained herein.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • AND LIABILITY LIMITS State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

  • Proportionate Liability means the proportion of any judgment that, had the Settling Defendants not settled, the Ontario Court or Quebec Court, as applicable, would have apportioned to the Releasees.

  • Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence of Hazardous Materials upon, about or beneath any Real Property or migrating to or from any Real Property, or the existence of a violation of Environmental Requirements pertaining to any Real Property, regardless of whether the existence of such Hazardous Materials or the violation of Environmental Requirements arose prior to the present ownership or operation of such Real Property.

  • Product Liabilities means all losses, damages, fees, costs and other liabilities incurred by a Party, its Affiliate or its sublicensee and resulting from or relating to the any use of a Compound and/or a Product in a human (including in Clinical Trials and/or pursuant to Commercialization) in the Territory, other than any losses, damages, fees, costs and other liabilities that are a result of a Party’s, its Affiliates’ or its sublicensee’s negligence, willful misconduct or breach of such Party’s representations and warranties made hereunder. For the avoidance of doubt, Product Liabilities include, reasonable attorneys’ and experts’ fees and costs relating to any claim or potential claim against a Party, its Affiliate, or its sublicensee and all losses, damages, fees, costs. Product Liabilities shall not include liabilities associated with recalls and/or the voluntary or involuntary withdrawal of the Compound and/or a Product.