Retained Claim definition

Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) to the extent related to the Excluded Assets, Retained Liabilities or the Retained Businesses.
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) to the extent related to the Excluded Assets, the Retained Liabilities or the Retained Businesses.
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) relating to any of the Acquired Assets and in respect of the period prior to the Closing, and that satisfies at least one of the following: (a) such claim, cause of action, defense, right or settlement was asserted no later than twenty (20) Business Days after the Closing Date, (b) such claim, cause of action, defense, right or settlement would be available to any Seller or any of its Affiliates in response to a claim or cause of action asserted by a third party against Seller or any of its Affiliates (whether such claim or cause of action was made by such third party prior to or after the Closing), (c) such claim, cause of action, defense, right or settlement relates to any Intellectual Property matter or (d) such claim, cause of action, defense, right or settlement relates to a breach by a third party under an Acquired Contract, and Sellers did not have Knowledge as of the Closing of the underlying facts of such breach.
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Examples of Retained Claim in a sentence

  • Bench Ruling at 23–24.SIRVA equity to finance the transaction (“Equity Financing”).38 MDP’s funding obligations terminate “automatically and immediately” upon certain events, including the filing of an action against MDP for anything other than a Retained Claim.

  • Borrowings, Perpetual and Retained Claim Bond: These amounts reflect extinguishment of the unsecured part of loan with state guarantee and other borrowings, the issue of the new Perpetual Bond classified as equity and the related Retained Claim Bond.

  • Reading the provision as Realogy suggests would read out the contractual consequences of filing a Non- Retained Claim, which I believe would be an absurd result.

  • Any Retained Claim – any claim made by or on behalf of a policyholder under any customer insurance contract relating to any Retained Claim Event, irrespective of whether the claim is made prior to, on or after 5 April 2012.

  • Should the Responsible Person decide not to prosecute a6 particular Retained Claim, the Creditors’ Committee may prosecute such matter on behalf of the7 Reorganized Debtors.8 The Creditors’ Committee will be appointed as representative of the Estates pursuant to9 Section 1123 of the Bankruptcy Code with respect to the prosecution and liquidation of any Retained10 Claim against current or former insiders of the Debtors, if any.

  • To the extent that any settlement of any Retained Claim between a Retained Claim Plaintiff, on the one hand, and the Excluded Party or Excluded Parties, on the other hand, is required to be approved by the Bankruptcy Court or any other court of competent jurisdiction, MLH and TA shall be provided with notice thereof and with an opportunity for a hearing thereon.

  • Its claim for costs is a Retained Claim against ATMGP under the terms of the Confirmed Plan of Reorganization, which Claimant is adjudicating as a representative of ATMGP’s estate.

  • Rather, it demonstrates an inconsistency in the practice of the admissibility of submissions from individuals, which became a cause of concern at Synod Abbotsford 1995.

  • Any Retained Claim ±any claim made by or on behalf of a policyholder under any customer insurance contract relating to any Retained Claim Event, irrespective of whether the claim is made prior to, on or after 5 April 2012.

  • All UWG organizations are responsible for the actions of its visiting members, friends, and/or alumni who will be subject to the same behavioral standards and policies as members of the organiza- tions.


More Definitions of Retained Claim

Retained Claim means a portion of the VMR Claim in an amount of R115,000,000 (one hundred and fifteen million rand) less all amounts which have been repaid by the Company to VMR and/or the Purchaser on account of any amounts owing by the Company to the Purchaser and/or VMR from time to time;
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Retained Claim has the meaning set forth in Section 5.04(i).
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Retained Claim is defined in Section 12.6 of the Agreement.
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Retained Claim means any Claim arising under (i) this Agreement, (ii) the TBA, or (iii) the Pegasus Non-Debtor Parties’ existing lease of office space at 000 Xxxx Xxxx Xxxxxx, Xxxx Xxxxxx, XX 00000. It is understood that nothing in Section 7 shall affect the Allowed Split Dollar Claim (as defined in the Stipulation Resolving Claim of the Pagon Insurance Trust stipulated and agreed on April 12, 2006).
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Retained Claim means any claim, cause of action, defense, right of offset or counterclaim, or settlement agreement (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) relating to the Business or any of the Purchased Assets and in respect of the period prior to the Closing, except all rights to sue at law or in equity for any past, present or future infringement, misappropriation, dilution or other violation of any Business Intellectual Property by a third party, including the right to receive all proceeds and damages resulting therefrom.
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Related to Retained Claim

  • Covered claim a Claim that one Party intends to assert against the other Party, its Affiliates, or any of their personnel, other than (a) provisional remedies related to Claims related to infringement or misappropriation of intellectual property, (b) Claims of 8x8 or its Affiliate relating to Billed Amounts not disputed in accordance with Section 7.2 (Payment of Billed Amounts), and (c) Claims that the other Party is expressly required to defend under the Agreement.

  • 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 Claims means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether class or individual in nature, including both known claims and Unknown Claims (as defined below), (i) that have been asserted in this Action by the Class Members or any of them against any of the Released Parties (whether pleaded in the Complaint or not), or (ii) that could have been asserted from the beginning of time to the end of time in any forum by the Class Members or any of them against any of the Released Parties, which arise out of, relate in any way to, or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved in, set forth in, or referred to, or that could have been asserted in the Complaint and relate to the purchase, sale, transfer or acquisition of securities of Priceline.com during the Class Period, or any actions, representations or omissions that were alleged or might have been alleged to affect the price of publicly traded securities of Priceline.com during the Class Period. Notwithstanding the prior sentence, “Settled Claims” does not include any claims Class Members may have against Deloitte in its capacity as the

  • Disputed Claim means any Claim that is not Allowed.