Payable and Unresolved Claims Sample Clauses

Payable and Unresolved Claims. A “Payable Claim” shall mean a claim for indemnification of Losses under this Article VIII, to the extent that such claim has not yet been satisfied by cash payment or by release to the Parent Indemnified Party of funds from the Escrow Fund, that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Losses under this Article VIII specified in any Officer’s Certificate delivered pursuant to Section 8.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied by cash payment or release to the Parent Indemnified Party of funds or Surrendered Escrow Shares, as applicable, from the Escrow Fund.
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Payable and Unresolved Claims. A “Payable Claim” means a claim for indemnification of Losses under this Article VIII, to the extent that such claim has not yet been satisfied, that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim. An “Unresolved Claim” means any claim for indemnification of Losses under this Article VIII specified in any Officer’s Certificate delivered pursuant to Section 8.4(b), to the extent that such claim is not a Payable Claim and has not been satisfied.
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Payable and Unresolved Claims. A “Payable Claim” means a claim for indemnification of Losses under this Article IX, to the extent that such claim has not yet been satisfied (including by release to the Indemnified Party of cash from the Indemnification Escrow Fund), that is (i) a Resolved Claim, or (ii) a Settled Claim. An “Unresolved Claim” means any claim for indemnification of Losses under this Article IX delivered to the Stockholders’ Representative prior to the Escrow Release Time specified in any Officer’s Certificate delivered pursuant to Section 9.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied (including by release to the Indemnified Party of cash from the Indemnification Escrow Fund).
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Payable and Unresolved Claims. A “Payable Claim” shall mean a claim for indemnification of Losses under this Article VII, to the extent that such claim has not yet been satisfied by the Indemnifying Party that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Losses under this Article VII specified in any Officer’s Certificate delivered pursuant to Section 7.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied by the Indemnifying Party.
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Payable and Unresolved Claims. A “Payable Claim” shall mean a claim for indemnification of Losses under this Article VII, to the extent that such claim has not yet been satisfied by cash payment by the applicable Indemnifying Parties directly to the Indemnified Party or by release to the Indemnified Party of funds from the Escrow Fund, that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Losses under this Article VII specified in any Officer’s Certificate delivered pursuant to Section 7.4(a), to the extent that such claim is not a Payable Claim and has not been satisfied by cash payment by the applicable Indemnifying Parties directly to the Indemnified Party or release to the Indemnified Party of funds from the Escrow Fund.
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Payable and Unresolved Claims. A “Payable Claim” will mean a claim for indemnification of Damages under this Article VIII, to the extent that such claim has not yet been satisfied by cash payment or by release to the Indemnified Party of funds from the Indemnity Escrow Amount, that is (i) a Resolved Claim, or (ii) a Settled Claim, but in any case subject to all maximum payment amounts, thresholds, and other limitations under this Article VIII. An “Unresolved Claim” will mean any claim for indemnification of Damages under this Article VIII specified in any Notice of Claim, to the extent that such claim is not a (x) Settled Claim for which no payment by an Indemnifying Party is required, or (y) Payable Claim that has been satisfied by cash payment or release to the Indemnified Party of funds from the Indemnity Escrow Amount.
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Payable and Unresolved Claims. A “Payable Claim” shall mean a claim for indemnification of Losses against the Indemnifying Holders under this Article IX, to the extent that such claim has not yet been satisfied by release to the Parent Indemnified Party of Parent Common Stock from the Escrow Fund, that is (i) a Resolved Claim, (ii) a Settled Claim, or (iii) an Unobjected Claim. An “Unresolved Claim” shall mean any claim for indemnification of Losses against the Indemnifying Holders under this Article IX specified in any Claim Certificate delivered pursuant to Section 9.5(a), to the extent that such claim is not a Payable Claim and has not been satisfied by release to the Parent Indemnified Party of Parent Common Stock from the Escrow Fund or the cancellation of a portion of the Restricted Exchanged Vested Options.
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Related to Payable and Unresolved Claims

  • Litigation; Decrees (i) Except as disclosed by the Servicer to the Customer in writing on or prior to the date hereof, there are no claims, actions, suits, arbitrations or other proceedings or investigations (i) pending or, to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, and (ii) pending, or to the best knowledge of the Servicer, threatened, by or against or affecting the Servicer, related to the transactions contemplated by this Servicing Agreement.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

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