Shared Claim definition

Shared Claim shall have the meaning set forth in Section 5.1(c).
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Shared Claim means any Shared Third-party Claim or Shared Active Claim.
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Shared Claim shall have the meaning set forth in Section 5.1(c). “Shared Policies” shall mean the Policies set forth on Schedule 1.5. “Significant Centuri Transaction” shall have the meaning set forth in Section 8.7. “Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing. “Southwest” shall have the meaning set forth in the Preamble. “Southwest Accounts” shall have the meaning set forth in Section 2.8(a). “Southwest Assets” shall have the meaning set forth in Section 2.2(b). “Southwest Auditors” shall have the meaning set forth in Section 8.2(d). “Southwest Board” shall have the meaning set forth in the Recitals. “Southwest Books and Records” shall have the meaning set forth in Section 2.2(a). “Southwest Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Separation Time by either Party or any member of its Group, other than the Centuri Business. “Southwest Common Stock” shall mean the common stock of Southwest, par value $1.00 per share. “Southwest Designee” shall have the meaning set forth in Section 8.3(a)(i). “Southwest Group” shall mean Southwest, its Representatives and each Person that is a Subsidiary of Southwest (other than Centuri and any other member of the Centuri Group) or that becomes a Subsidiary of Southwest after the Separation Time. “Southwest Indemnitees” shall have the meaning set forth in Section 4.2. “Southwest Liabilities” shall have the meaning set forth in Section 2.3(b). “Southwest Public Documents” shall have the meaning set forth in Section 8.1(l).
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Examples of Shared Claim in a sentence

  • Thereafter, each party shall deliver to the other party, promptly after such party's receipt thereof, copies of all notices and documents (including court papers) received by the such party relating to the Shared Claim.

  • If there is a decision to share the conduction of the Shared Claim, each Party will be solely responsible for the costs of its own attorneys.

  • The parties shall seek to apportion liability between them with respect to any Shared Claim, and in so doing shall take cognizance of all relevant factors, including but not limited to, the time and duration of any alleged activity giving rise thereto.

  • The Party responsible for conducting the Shared Claim will be solely responsible for all costs and expenses incurred in connection with such Shared Claim and will only be entitled to reimbursement from the other Party for the costs and expenses that are incurred during the Shared Claim course in proportion to the Losses or economic benefits, as the case may be, attributable to that other Party.

  • The Parties shall establish which Party has the greatest financial interest in the Shared Claim and such Party shall be responsible for controlling the Active Claim or Defense strategy of the Shared Third-Party Claim, as the case may be.

  • The parties shall cooperate with each other in the defense or settlement of Shared Claims to the effect that (a) subject to the provisions of SECTION 6.2, the party bearing the greater Liability shall be responsible for the control and administration of any Shared Claim and (b) the other party shall cooperate with such party with respect to such control and administration.

  • Notwithstanding the foregoing, the obligations set forth in this Section 10.3 shall not apply to the extent a Shared Claim arises out of or results from the gross negligence or willful misconduct of a Party or such Party’s Affiliates, or any related breach by such Party of its representations, warranties and/or covenants hereunder.

  • The parties shall cooperate with each other in the defense or settlement of Shared Claims to the effect that (i) subject to the provisions of Section 7.2, the party bearing the greater liability shall be responsible for the control and administration of any Shared Claim and (ii) the other party shall cooperate with such party with respect to such control and administration.

  • The parties shall seek to apportion Liability between them with respect to any Shared Claim, and in so doing shall take cognizance of all relevant factors, including but not limited to, the time and duration of any alleged activity giving rise thereto, the benefit sought to be achieved by the activity giving rise to the Shared Claim, and the employees involved in the activity giving rise to the Shared Claim.

  • The failure of one of the Parties to provide such information, documents, materials and/or access to Persons, including untimely provision or at a later time, will not in any way prejudice that Party’s rights in relation to such Shared Claim, except to the extent that such failure impairs the conduction of the Shared Claim and/or results in Losses for the other Party.


More Definitions of Shared Claim

Shared Claim has the meaning set forth in Section 8.7(a).
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Related to Shared 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.

  • Secured Claim means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • 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.

  • Unsecured Claim means any Claim that is not a Secured Claim.

  • Allowed Claim means an Allowed Claim of the type described.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • 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 fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted in this Action by the Class Members or any of them against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and which relate to the purchase of shares of the common stock of Celera in the Secondary Public Offering on or about February 29, 2000.

  • 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;

  • 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.

  • Disputed Claim means any Claim that is not Allowed.

  • 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.

  • Subordinated Claim means a Claim of the kind described in sections 726(a)(3) or 726(a)(4) of the Bankruptcy Code and/or Claims subordinated under sections 510(b) or 510(c) of the Bankruptcy Code.

  • 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;

  • DIP Claim means all Claims held by the DIP Lender under the DIP Facility Term Sheet, the DIP Facility, or the Financing Orders, which includes Claims for all principal amounts outstanding of up to $9,000,000 (subject to increase pursuant to the Financing Final Order), plus interest pursuant to the terms of the DIP Facility Term Sheet and the Financing Orders.

  • Approved Claim means a Claim Form submitted by a Settlement Class Member (defined below) that: (a) is submitted timely and in accordance with the directions on the Claim Form and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a Settlement Class Member with all of the information requested in the Claim Form; (c) is signed by the Settlement Class Member, physically or electronically; and (d) is approved by the Settlement Administrator pursuant to the provisions of this Agreement.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;