Litigation Liabilities definition
Litigation Liabilities means liabilities and expenses of UCAR, the Borrower and the Subsidiaries associated with (a) antitrust investigations and related lawsuits, settlements and claims of the type described in UCAR's Annual Report on Form 10-K for the year ended December 31, 1997, and UCAR's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998 (together, the "SEC REPORTS"), (b) shareholder derivative lawsuits and claims of the type described in the SEC Reports and (c) securities lawsuits and claims of the type described in the SEC Reports and any investigations that may arise relating to the subject matter of such securities lawsuits and claims.
Litigation Liabilities means liabilities (whether actual or asserted), claims, judgments, settlements and expenses resulting from (a) the antitrust investigation by the United States Department of Justice disclosed prior to the date hereof or related antitrust investigations by other Governmental Authorities, (b) antitrust litigation, whether commenced by Governmental Authorities or other persons, arising out of the matters that are the subject of any such investigation, (c) related shareholder derivative lawsuits and claims and (d) related securities lawsuits and claims.
Litigation Liabilities has the meaning set forth in Section 2.4(a), below.
Examples of Litigation Liabilities in a sentence
Except as otherwise expressly provided in this agreement or with respect to Articles II, III and VI hereof, the D&B Group shall retain all Employee Benefit Litigation Liabilities that are asserted by D&B Pre-Distribution Employees prior to the Effective Time.
As of the Closing Date, the Company shall assume (subject to the definition of Shared Transaction Litigation Liabilities) and be solely responsible for all Liabilities and obligations whatsoever in respect of Assumed Benefit Plans, and all assets held in trust to fund such plans and all insurance policies funding such plans shall be Retained Assets.
Except as otherwise expressly provided in this agreement or with respect to Articles II, III and VI hereof, the New D&B Group shall assume all Employee Benefit Litigation Liabilities that are asserted by Corporation Employees prior to the Effective Time.
Except as otherwise expressly provided in this agreement, the IMS Health Group shall assume all Employee Benefit Litigation Liabilities that are asserted by Corporation Pre-Distribution Employees who were employees of the IMS Health Group or Corporate Staff Employees and the Corporation Group shall assume all Employee Benefit Litigation Liabilities that are asserted by all other Corporation Pre-Distribution Employees.
It is understood that the violations that occurred prior to March 13, 1998, and that gave rise to the Litigation Liabilities shall not be deemed a breach of this Section 3.09(b).
More Definitions of Litigation Liabilities
Litigation Liabilities means debts, obligations or liabilities arising from or relating to pending, threatened and unasserted claims (including, without limitation, customer complaints), litigation, legal actions, counterclaims, suits or arbitration or other legal, administrative or tax proceedings. Shochet further acknowledges that BlueStone will not acquire any assets of Shochet (other than the Accounts, Shochet Persons, Shochet Equipment, Shochet Leases and Shochet Equipment Leases), including, without limitation, Shochet's cash, securities (including marketable securities, options, warrants and other derivative securities), goodwill and litigation (the "Excluded Assets").
Litigation Liabilities means, in respect of the Shareholder Litigation, any amounts which Borrower has paid, or has become legally obligated to pay, as the case may be, in connection with any such Shareholder Litigation, whether pursuant to a final, nonappealable judgment, a judgment which is not stayed or appealed, a negotiated settlement, or otherwise, but excluding attorneys fees and disbursements.
Litigation Liabilities means any debts, obligations or liabilities arising from or relating to pending, threatened and unasserted claims (including, without limitation, customer complaints), litigation, legal actions, counterclaims, suits or arbitration or other legal, administrative or tax proceedings against BlueStone or Shochet. BlueStone further acknowledges that Sands Brothers shall not acquire any assets of BlueStone (other than the Accounts, Bluestone Persons, and, if acquired, Bluestone Equipment, Bluestone Leases and Bluestone Equipment Leases), including, without limitation, BlueStone's cash, securities (including marketable securities, options, warrants and other derivative securities), goodwill and litigation rights (the "EXCLUDED ASSETS").
Litigation Liabilities. Any Loss suffered or incurred by Buyer or the SP Companies by reason of, or in connection with, that certain action generally described as Geape v. Southwestern Pipe, Inc. pending in the Circuit Court of ▇▇▇▇▇▇ County, Maryland, Case No. 96-CA-33197 and any other claims or actions related thereto.
Litigation Liabilities means (i) claims which involve any legal action or proceeding for which the Delaware Trustee or the Liquidating Trustee receives service of process; (ii) any pending claims with respect to litigation of which the Corporation is aware of on the Effective Date as listed on SCHEDULE E of the Trust Agreement or (iii) any future claims with respect to litigation that have not yet arisen or have not been made known to the Liquidating Trustee, but that, based on facts known to the Liquidating Trustee, are likely to arise or to become known within ten (10) years after the date hereof.
Litigation Liabilities means the sum of, without duplication, (i) the aggregate of all unpaid judgments, awards or decrees entered against the Borrower to the extent not covered by insurance, plus (ii) the amount the Lender has determined, in its sole and absolute discretion, to be the potential liability of the Borrower under any pending or threatened suit, action, investigation, inquiry or other proceeding (including, without limitation, the NEC Patent Infringement Litigation, any other Patent Litigation, the RAM 302 Interference proceeding or the Deere Park Litigation); plus (iii) the amount of any unpaid settlement payable by the Borrower with respect to any actual or threatened suit, action, investigation, inquiry or other proceeding, then, and in any such event (A) if such event is an Event of Default specified in Section 7.9 or 7.10 above with respect to the Borrower (any such event, an "Automatic Acceleration Event"), automatically the Loan hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Note and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, Lender may, by written notice to the Borrower declare the Loan hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Note and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section 7, presentment, demand, protest and all other notices of any kind are hereby expressly waived.
Litigation Liabilities means all obligations and liabilities arising in connection with any litigation matters, including, without limitation, actions, proceedings, settlements, appeals and other similar matters, relating to the operations of the Business prior to the Closing Date.