Non-Released Claims definition

Non-Released Claims means any Causes of Action held by the Toys Delaware Debtors, Toys Inc., or their respective estates against any D&O Party, and any Avoidance Actions held by, as applicable, Toys Delaware or Toys Inc. or their respective estates (including Avoidance Actions held by Toys Delaware against other Debtors, Toys Inc., or their direct or indirect subsidiaries or affiliates, including the Propco I Debtors and Propco II Entities, but excluding, for the avoidance of doubt, any other Toys Delaware Intercompany Claims or Toys Inc. Intercompany Claims) that are not released pursuant to the Settlement Agreement, including any Avoidance Actions against non-insiders not otherwise released herein.2

Non-Released Claims means the Non-Released Firm Claims and the Non-Released Seaborn

Non-Released Claims means, collectively: (i) the right to enforce against the Hematite Group its obligations under the Plan; (ii) the right to enforce the Unaffected Claims against the Hematite Group; (iii) solely as against a Director in his or her capacity as such, any claim that is not permitted to be released pursuant to section 5.1(2) of the CCAA; (iv) any claim against a Released Party, based on facts not known by the claimant prior to the Effective Time nor reasonably capable of being known prior to the Effective Time, if the Released Party is determined by a final order of a court of competent jurisdiction to have committed fraud; (v) any claim against the Hematite Group for the purchase or supply of goods or services delivered after the Filing Date; and (vi) the right to enforce against the Hematite Group any agreement in force on the Plan Implementation Date that was entered into by the Hematite Group between the filing of the Plan and the Plan Implementation Date, or, subject to the terms of the Sanction Order contemplated by Section 8.2(m) of the Plan, that was entered into prior to the Filing Date and not disclaimed during the CCAA Proceedings pursuant to the applicable paragraph of the Initial Order and related provision of the CCAA.

Examples of Non-Released Claims in a sentence

• Notwithstanding the foregoing, the waivers, releases and other matters set forth in this Section 4.3.3 shall not limit Buyer’s right to implead or otherwise seek joinder of Seller with respect to any claims for reimbursement or contribution arising from Non-Released Claims.

• For the avoidance of doubt this Section 30 shall not apply with respect to any Non-Released Claims under any other agreement between or among some or all of the Parties, with respect to which the operative governing law and jurisdiction provisions of which shall govern.

• Without limiting the generality of the preceding portion of this Section 2, and notwithstanding any other provision of this Release (except clause (ii) and (iii) under the definition of Non-Released Claims), Seller, on behalf of herself and the other Releasors, hereby releases and discharges each of the Releasees from and against any and all Claims and Liabilities arising from or otherwise relating to Seller’s prior employment with the Company.

• Without limitation, the Released Claims include Claims (other than Non-Released Claims) that arise from or by reason of (a) Seller’s ownership of the Membership Interest, (b) Seller’s role as Managing Member, and (c) the operation, business, affairs, management, or financial condition of the Company Entities.

• Seller, on behalf of herself, and each of her controlled affiliates and Successors (collectively “Releasors”), hereby, irrevocably and unconditionally, fully and forever, releases and discharges each of the Releasees from any and all Claims and Liabilities that any of the Releasors may have against any one or more Releasees or for which any one or more Releasees may be responsible or liable to any one or more Releasors except that Non-Released Claims are not released or discharged.

More Definitions of Non-Released Claims

Non-Released Claims has the meaning set forth in Section 5.14(a).

Non-Released Claims means all of DHB’s obligations to David H. Brooks and to all of the other Defendants to whom DHB has indemnification obligations, of and for indemnification and reimbursement for fees, expenses and liabilities, as provided

Non-Released Claims means (i) any Claims or Causes of Action held by the Toys Delaware Debtors, Toys Inc., or their respective estates or creditors against any D&O Party, and (ii) any Avoidance Actions held by, as applicable, Toys Delaware or Toys Inc. or their respective estates that are not released pursuant to the Settlement Agreement or Global Settlement Agreement, including any Avoidance Actions against non- insiders not otherwise released pursuant to the Plans or the Propco I Plan. For the avoidance of doubt, Non-Released Claims shall include all D&O Claims.

Non-Released Claims means any Causes of Action held by the Toys Delaware Debtors, TRU Inc., or their respective estates or creditors against any D&O Party, and any Avoidance Actions held by, as applicable, the Toys Delaware Debtors or TRU Inc. or their respective estates that are not released pursuant to the Settlement Agreement or Global Settlement Agreement, including any Avoidance Actions against non-insiders not otherwise released herein or therein; provided that, for the avoidance of doubt, in no event shall any Released Taj Claims constitute Non-Released Claims.

Non-Released Claims means, collectively: (i) the Canadian Estate’s obligations under this Plan (including the right of Affected Unsecured Creditors to receive distributions pursuant to this Plan in respect of Proven Affected Unsecured Claims), the Settlement and Support Agreement, the Records Assistance Side Letter and the Personnel Files Agreement; (ii) any claim against a Released Party if the Released Party is determined by a Final Order of a court of competent jurisdiction to have committed fraud or wilful misconduct; (iii) solely as against a Director in his or her capacity as such, any Director/Officer Claim that is not permitted to be released pursuant to Section 5.1(2) of the CCAA; (iv) the Canadian Intercompany Claims; (v) the rights of the Canadian Debtors and the U.S. Debtors preserved in Section 8(b)(iii) of the Settlement and Support Agreement; and (vi) any obligation secured by the Administration Charge.

Non-Released Claims means all Claims or rights claims that encompass or include CBUK's Claims, if any, against any of the other Defendants arising out of, based upon, or attributable or in any way related to: (a) gaining any profit or advantage to which such Defendants were not legally entitled; (b) return by such Defendants of any remuneration, compensation or consideration paid to them by CBUK; (c) return or any accounting by such Defendants of profit made from the purchase and sale or sale and purchase by them of securities of CBUK within the meaning of §16(b) of the Securities Exchange Act of 1934 and amendments thereto, or similar provisions of any state statutory law or common law; (d) unjust enrichment, restitution or disgorgement of profits, benefits, compensation or consideration received or obtained by them from CBUK or in any way connected with their employment by CBUK; (e) reimbursement of the premium CBUK paid, and the additional costs it incurred, to obtain the National Union Policy; (f) contribution by, or indemnification from, such Defendants arising out of, based upon, or attributable or in any way related to, the Class Action, Derivative Action, or any other civil, criminal, administrative or regulatory proceeding; (g) return or reimbursement of any amounts for which CBUK has indemnified such Defendants under CBUK's Articles of Incorporation or otherwise; (h) CBUK's obligation, if any, to indemnify its present or former directors or officers to the extent required by statute, its Articles of Incorporation and Bylaws, any existing agreements, or any resolutions of its Board of Directors; (i) any loan, advance, indebtedness, note, contract or agreement in which CBUK is a signator or party, or to which CBUK has or may become subrogated by contract, agreement, operation of law or otherwise; or (j) any obligation that may not be released by law. Any and all liability, if any, of any Defendant or other person or entity with respect to the Non-Released Claims is expressly reserved, preserved and not released pursuant to this Settlement or dismissal of the Derivative Action with prejudice. Notwithstanding paragraph 9.8 of the Stipulation or any other term of the Stipulation, Defendants expressly reserve, preserve, and do not release or waive, any and all defenses, based on contract or otherwise, to the Non-Released Claims.

Non-Released Claims means all claims pleaded in the Xxxxxx and Xxxxx Actions that are not Released Claims.