Unreleased Claims definition

Unreleased Claims means the claims specifically identified in this paragraph, which are not released by this Agreement: (a) gas produced outside the Class Period; (b) royalty computed and/or paid by others (not the Released Parties); (c) claims related to royalty payment adjustments that Defendants may make in the ordinary course of business reflecting routine prior period adjustments for clerical or administrative errors concerning prices actually received or volumes actually sold that historically have been addressed by Defendants by way of prior period adjustments (other than claims of underpayment as a result of direct or indirect deduction of production and/or costs incurred after the gathering line inlet), but only to the extent that (i) the adjustment reflects a retroactive price, volume, or value adjustment, and (ii) the adjustment pertains to gas or gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced outside of the Class Period; and (iii) the adjustments increase but do not decrease the amount of royalty owed to the Settlement Class Members during the Release Period; (d) claims regarding entitlement to money held in suspense by Defendants, and interest owed thereon, if any, after the Effective Date; (e) claims that Defendants failed to comply with obligations to protect Settlement Class Members from drainage or other implied covenants not related to royalty calculation, accounting, or payment; (f) claims that Defendants breached obligations to Settlement Class Members to develop Oklahoma oil and gas leases;(g) claims related to surface or crop damage; (h) claims related to oil. The Unreleased Claims are the only claims not released by and between the Parties. All other claims that have been asserted or that could have been asserted in the Class Lawsuit or Born are Released Claims that will be mutually released with prejudice upon entry of the Judgment as set forth in paragraph 4.1, below. AGREEMENT
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Unreleased Claims has the meaning set forth in Section 4.3.
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Unreleased Claims means any and all Causes relating to or arising out of (i) salary, benefits, or any other remuneration payable in the current compensation period or not yet become due in accordance with customary pay practices and positive Legal Requirements requiring payment by a specific date (including the right to receive commissions or bonuses to the extent earned for a monthly, quarterly, or other period not yet completed or for which payment would not ye have been made in the ordinary course (i.e. in the next compensation cycle)), (ii) rights, commitments, and obligations of the Company related to any Company Option not yet exercised or otherwise constituting outstanding capital stock of the Company, subject to adjustment as set forth herein and in the Stock Option Assumption Agreement (in the form previously reviewed by the Company’s and Sellers’ counsel) (the “Stock Option Assumption Agreement”), (iii) the rights of any Seller arising out of this Agreement, the other Transaction Documents, or the transactions contemplated hereby and thereby, and (iv) Seller’s title to or economic ownership of any capital stock of the Company, subject to adjustment as set forth herein and in the Stock Option Assumption Agreement (but, for the avoidance of doubt, this subsection (iv) shall not extend to or cause this definition of Unreleased Claims to extend to any Causes or other claims stemming from Seller’s ownership of capital stock of the Company in such Seller’s capacity as a stockholder and such Causes and other claims shall be included in the release provided in this Section 3.5(a)).
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Examples of Unreleased Claims in a sentence

  • It is further understood and agreed that Executive waives all rights under Section 1542 of the California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction with respect to any Claims other than the Executive Unreleased Claims.

  • Except with respect to Unreleased Claims (as defined herein), Employee agrees that the foregoing release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by the Releasors.

  • In addition, in consideration of the provisions of this Settlement Letter, you further agree to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those Claims that are known or suspected to exist in your favor as of the date of this Settlement Letter, except for the Ormond Unreleased Claims.

  • It is further understood and agreed that Executive waives all rights under Section 1542 of the California Civil Code (“Section 1542”) and/or any statute or common law principle of similar effect in any jurisdiction with respect to any Claims other than the Executive Unreleased Claims.

  • In addition, in consideration of the provisions of this Settlement Letter, the Company and QCP further agree to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those Claims that are known or suspected to exist in its favor as of the date of this Settlement Letter, except for the Company/QCP Unreleased Claims.

  • Still, as most coefficients estimated for these noise variables are small and alternate around zero, the estimated models are expected to have some predictive power.

  • Employee waives all rights under Section 1542 of the California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction with respect to any Claims other than the Employee Unreleased Claims.

  • Second, debtors owed the company a large amount, net of provisions.

  • Each Member and Seller irrevocably covenants, and irrevocably covenants to cause its Releasors, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Legal Proceeding of any kind against any Released Person, based upon any matter released under this Section 6.7 (which expressly exclude the Unreleased Claims).

  • Except as set forth on Section 3.6 of Sellers Disclosure Letter and other than the Unreleased Claims, there are (and in the past twelve (12) months there have been) no indemnity obligations or guarantees or similar obligations of Sellers or their respective Affiliates for the benefit of Danube or its Subsidiaries that exceed, individually or in the aggregate, $5,000,000.


More Definitions of Unreleased Claims

Unreleased Claims has the meaning set forth in Section 6.7.
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Unreleased Claims has the meaning set forth in Section 10.1
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Unreleased Claims means the claims specifically identified in this paragraph, which are not released by this Agreement: (a) gas produced outside the Class Period; (b) royalty computed and/or paid by others (not the Released Parties); (c) claims related to royalty payment adjustments that Defendants may make in the ordinary course of business reflecting routine prior period adjustments for clerical or administrative errors concerning prices actually received or volumes actually sold that historically have been addressed by Defendants by way of prior period adjustments (other than claims of underpayment as a result of direct or indirect deduction of production and/or post-production costs), but only to the extent that (i) the adjustment reflects a retroactive price, volume, or value adjustment, and
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Unreleased Claims means (i) any claims, suits, demands, actions, causes of action, whether for contribution or indemnification, damages, judgments, settlements, fines, attorney fees, costs, penalties or any other demands, liabilities or obligations of any kind or nature whatsoever, in law or at equity, asserted or unasserted, known or unknown, which CommerceHub is not required to indemnify you for under the Indemnification Agreement between you and CommerceHub dated as of October 7, 2014 (the “Indemnification Agreement”), and (ii) any right of CommerceHub to enforce the terms of this Agreement and/or the Indemnification Agreement. CommerceHub acknowledges that it intends that this Agreement shall be effective as a bar to each and every one of the Company Claims hereinabove mentioned or implied. CommerceHub expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown, unsuspected or unanticipated Company Claims (notwithstanding any statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Company Claims), if any, as well as those relating to any other Company Claims hereinabove mentioned or implied that may exist up to and including the date of this Agreement. CommerceHub acknowledges and agrees that this release is an essential and material term of this Agreement, and you are entering into this Agreement in reliance on such release. CommerceHub further agrees that if it brings a Company Claim seeking damages or relief against you, or if it seeks to recover against you in any Company Claim brought by a governmental agency on its behalf, the release set forth in this Agreement shall serve as a complete defense to such Company Claims, and it shall reimburse you for any attorneys’ fees or expenses or other fees and expenses incurred in defending any such Company Claim.
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Unreleased Claims shall refer to:
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Unreleased Claims means the claims specifically identified in this paragraph, which are not released by this Agreement: (a) gas produced outside the Class Period; (b) royalty computed and/or paid by others (not the Released Parties); (c) claims related to royalty payment adjustments that Defendants may make in the ordinary course of business reflecting routine prior period adjustments for clerical or administrative errors concerning prices actually received or volumes actually sold that historically have been addressed by Defendants by way of prior period adjustments (other than claims of underpayment as a result of direct or indirect deduction of production and/or costs incurred after the gathering line inlet), but only to the extent that (i) the adjustment reflects a retroactive price, volume, or value adjustment, and (ii) the adjustment pertains to gas or gas constituents (including helium, residue gas, natural gas liquids, nitrogen, and condensate) produced outside of the Class Period; and (iii) the adjustments increase but do not decrease the amount of royalty owed to the Settlement Class Members during the Release Period; (d) claims regarding entitlement to money held in suspense by Defendants, and interest owed thereon, if any, after the Effective Date; (e) claims that Defendants failed to comply with obligations to protect Settlement Class Members from drainage or other implied covenants not related to royalty calculation, accounting, or payment; (f) claims that Defendants breached obligations to Settlement Class Members to develop Oklahoma oil and gas leases;
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Related to Unreleased Claims

  • Released Claims means all Released Defendants’ Claims and all Released Plaintiffs’ Claims.

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • Released Class Claims means the claims being released as described in Paragraph 6.2 below.

  • Released Defendant 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, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, which any Defendant ever had, now has, or may have against any of the Plaintiff Released Persons and/or the Released SLC Persons that arise out of, are based upon, or relate to the institution, prosecution, or settlement of the claims asserted in the Action. For the avoidance of doubt, the Released Defendant Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration. 5. Choosing the Administrator: "Administrator" means the American Arbitration Association ("AAA"), 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxx.xxx; JAMS, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxxxxxx.xxx; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 6.

  • Settled Claims means any and all actions, claims, debts, demands, duties, obligations, sums of money, suits, contracts, agreements, promises, damages, causes of action and rights and liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees and any other costs, expenses, losses, or liabilities whatsoever), whether based on federal, state or local statute or common law, rule or regulation, foreign or domestic, at law or in equity, matured or unmatured, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, whether class or individual in nature, against the Released Parties, belonging to Plaintiff or to any other Class Member and/or their present or past heirs, executors, estates, administrators, predecessors, successors, assigns or to any other Person claiming through or on behalf of them (collectively, the “Releasing Persons”), that (i) have been asserted in this Action, or (ii) could have been asserted in this Action or in any other court, tribunal, proceeding or forum against the Released Parties, and that (x) arise out of, are based upon, or relate in any way to any of the claims or allegations in the Action including any of the acts, facts, events, disclosures, or omissions alleged in the Action, and (y) that relate to the purchase or acquisition of Cliffs Depositary Shares pursuant or traceable to the Company’s February 12, 2013 Offering and its associated Registration Statement. “Settled Claims” includes “Unknown Claims” as defined below. Excluded from Settled Claims are claims relating to the enforcement of the Stipulation or the Settlement.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Released Defendants’ Claims means all claims and causes of action of every nature and description, including both known claims and Unknown Claims (as defined below), whether arising under federal, state, common or foreign law, or any other law, that Defendants could have asserted against any of the Released Plaintiff Parties that arise out of or relate in any way to the institution, prosecution, or settlement of the claims in the Action, except for claims relating to the enforcement of the Settlement.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Related Claims means all Claims for Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes.

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

  • Released Plaintiffs’ Claims means all 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, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule (including claims within the exclusive jurisdiction of the federal courts, such as, but not limited to, federal securities claims or other claims based upon the purchase or sale of Class Shares), that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiff or any other Activision stockholder derivatively on behalf of Activision or as a member of the Class, or by Activision directly against any of the Defendants’ Releasees, which, now or hereafter, are based upon, arise out of, relate in any way to, or involve, directly or indirectly, any of the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, facts, practices, events, claims or any other matters, things or causes whatsoever, or any series thereof, that relate in any way to, or could arise in connection with, the Transaction (or relate to or arise as a result of any of the events, acts or negotiations related thereto) and the nomination, appointment or election of Activision directors, including but not limited to those alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to the Fifth Amended Class and Derivative Complaint or the Action, except for claims relating to the enforcement of the Settlement and for any claims that Defendants may have against any of their insurers, co-insurers or reinsurers that are not otherwise released pursuant to other documentation. For the avoidance of doubt, the Released Plaintiff’s Claims include all of the claims asserted in the Miller Action, but do not include claims based on conduct of Defendants’ Releasees after the Effective Date.

  • Released Plaintiff 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, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, that (a) were or could have been alleged by Plaintiff (individually or derivatively on behalf of AMC), the SLC (on behalf of AMC), or AMC in any court, tribunal, other adjudicatory body, forum, suit, action, or proceeding and (b) arise from or relate to (i) the transactions described in the Form 8-K filed by AMC on September 14, 2018; (ii) the facts and allegations alleged by Plaintiff in the Action; or (iii) the investigation or the settlement of the Action, including the SLC’s investigation. For the avoidance of doubt, the Released Plaintiff Claims shall not include any claims to enforce this Stipulation or the Settlement.

  • Insured Claims means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

  • 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.

  • Covered claim means the following:

  • Agreed Claims shall have the meaning set forth in Section 8.6(c).

  • Causes of Action means any action, claim, Claim, cause of action, controversy, demand, right, action, Lien, indemnity, Interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity or pursuant to any other theory of law. For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.

  • 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.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Unimpaired Claim means a Claim that is not impaired within the meaning of section 1124 of the Bankruptcy Code.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

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

  • Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors' in or out of court restructuring, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the settlement of Claims or renegotiation of Executory Contracts or Unexpired Leases, the negotiation of the Plan, the DIP Credit Agreement, the Plan Supplement, the Exit Facility Credit Agreement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration, consummation, and implementation of the Plan, the distribution of property under the Plan, or any transaction contemplated by the Plan or Disclosure Statement, or in furtherance thereof; provided, however, that Exculpated Claims shall not include any claim arising out of any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly set forth in or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

  • Settled claim means the original tort claim resolved by a structured settlement.