Transaction Claims definition

Transaction Claims means any and all claims, litigation and Proceedings (as defined in the Alliance Agreement) arising out of or relating to the transactions contemplated by the Alliance Agreement (including, without limitation, claims, litigation and Proceedings arising out of or relating to Third Party Rights).
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Transaction Claims shall have the meaning set forth in Section 8.3(d).
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Transaction Claims has the meaning set forth in Section 11.6.
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Examples of Transaction Claims in a sentence

  • Without limiting the foregoing, the Debtor and the Debtor’s Representative expressly reserve the right to object to Fundamental Transaction Claims and/or Warrant Claims on any basis, assert that the value of such Claims (if any) is zero, seek the Disallowance of such Claims, seek to subordinate such Claims under section 510 of the Bankruptcy Code and/or seek to classify such Claims as equity securities in Class 5.

  • The Warrant Transaction Claims are not MootViewing the transactions separately, defendants assert that the claims regarding the Warrant Transaction are moot because Abbott never exercised the Warrant, which ACT repurchased in 2016.

  • Furthermore, the Plan provides certainty of outcome with respect to the Non-Filed Affiliate Transaction Claims and would significantly accelerate the timing of initial distributions to Affected Third Party Unsecured Creditors of CQIM, BLLP and BLGP.

  • The Monitor has estimated the range of potential distributions to Affected Third Party Unsecured Creditors under the scenarios described above if the Plan is not implemented and without any recovery from successful litigation in respect of Non- Filed Affiliate Transaction Claims.

  • If the Plan is not approved and implemented, the proposed settlement of the Non- Filed Affiliate Transaction Claims would not proceed and CQIM or its creditors would have to pursue recovery through litigation.

  • The Monitor has estimated the amount that would have to be recovered through successful litigation in respect of the Non-Filed Affiliate Transaction Claims in order to obtain an equivalent increase in estimated distributions as that provided by the Plan.

  • While the Monitor is of the view that the Non-Filed Affiliate Transaction Claims are strong, there is always risk that litigation would not be successful.

  • The Non-Filed Affiliate Distribution/Payment Contribution is to be contributed for the benefit of the Affected Unsecured Creditors in the CQIM/Quinto Unsecured Class because CQIM is the CCAA Party that would be entitled to assert the Non-Filed Affiliate Transaction Claims that are to be settled through the Plan.

  • In making that estimate, the Monitor has assumed that transactions in question are voided, for example as preferences under section 95 of the Bankruptcy and Insolvency Act, such that realizations are increased (either through a return and sale of the assets or a monetary award) and the reduction of the claims of the Non- Filed Affiliates that resulted from the Non-Filed Affiliate Transaction Claims is reversed.

  • Any and all claims, disputes or controversies in any way relating to the subject matter of this Agreement or a Transaction ("Claims") will be resolved exclusively through binding arbitration pursuant to this Agreement and the Federal Arbitration Act.


More Definitions of Transaction Claims

Transaction Claims shall have the meaning set forth in Section ------------------ 8.3(d).
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Transaction Claims has the meaning set forth in (S)11(p)(i) below.
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Related to Transaction Claims

  • 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.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Rejection Claim means a Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

  • Intercompany Claims means, collectively, any Claim held by a Debtor against another Debtor or an Affiliate of a Debtor or any Claim held by an Affiliate of a Debtor against a Debtor.

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

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • 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;

  • Restructuring Claim means any right or claim of any Person against the Participating CCAA Parties (or any one of them) in connection with any indebtedness, liability or obligation of any kind whatsoever owed by the Participating CCAA Parties (or any one of them) to such Person, arising out of the restructuring, disclaimer, resiliation, termination or breach or suspension, on or after the applicable Filing Date, of any contract, employment agreement, lease or other agreement or arrangement, whether written or oral, and whether such restructuring, disclaimer, resiliation, termination or breach took place or takes place before or after the date of the Amended Claims Procedure Order, and, for greater certainty, includes any right or claim of an Employee of any of the Participating CCAA Parties arising from a termination of its employment after the applicable Filing Date, provided, however, that “Restructuring Claim” shall not include an Excluded Claim;

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

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

  • Excluded Transactions means:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Cure Claim means a monetary Claim based upon the Debtors’ defaults under any Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code.

  • First Lien Claims means, collectively, Claims against the Debtors arising under the Prepetition Term Loan Agreement.

  • Pre-Release Transaction shall have the meaning set forth in Section 5.10.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Transaction Proposals has the meaning specified in Section 8.2(b).