Unliquidated Claims. If the relevant obligation or liability is unliquidated or unascertained, the Finance Party may set-off the amount which it estimates (in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.
Unliquidated Claims. If, at any time upon or after the occurrence of an Acceleration Event which is continuing, the relevant obligation or liability is unliquidated or unascertained, the Secured Party may set-off the amount which it estimates (in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.
Unliquidated Claims. If, at any time after notice demanding payment of any sum which is then due but unpaid in respect of the Secured Obligations has been given by the Security Agent to the Chargor, the relevant obligation or liability is unliquidated or unascertained, the Security Agent may set-off the amount which it estimates (in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.
Unliquidated Claims. If the obligation or liability described under clause 15.1 is unliquidated or unascertained, the Lender may set-off the amount which it estimates (in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.
Unliquidated Claims. Where the underlying claim has not been liquidated, the set-off amount shall be either (a) the Unliquidated Trust Payment, or (b) the Trust's pro rata --- ---- share of the judgment, as provided by applicable law.
Unliquidated Claims. If a General Indemnified Loss arises out of a claim asserted by a third party, the parties shall not be required to resolve the amount of such General Indemnified Loss until the final resolution of such third party claim. To the extent the amount of any General Indemnified Claims not withdrawn by Lifecodes (including such third party claims) are not resolved pursuant to this Section 3 on the Second General Distribution Date, the Escrow Agent shall retain the amount of the General Indemnified Claims that are claimed by Lifecodes in the applicable Claim Notices.
Unliquidated Claims. If a Tax Indemnified Loss arises out of a claim asserted by a third party, the parties shall not be required to resolve the amount of such Tax Indemnified Loss until the final resolution of such third party claim. To the extent the amount of any Tax Indemnified Claims not withdrawn by Lifecodes (including such third party claims) are not resolved pursuant to this Section 4 on the Tax Distribution Date, the Escrow Agent shall retain the amount of the Tax Indemnified Claims that are claimed by Lifecodes in the applicable Claim Notices.
Unliquidated Claims. If a claim for indemnification arises out of, or is based on, a claim or right asserted by a third party, the parties shall not be required to resolve the amount of such loss until such third party claim is resolved whether by judicial decision or otherwise, and all appeals have been exhausted or the time for filing such appeals shall have expired.
Unliquidated Claims. If the relevant obligation or liability is unliquidated or unascertained, the Mezzanine Finance Party may set-off the amount which it estimates (in good faith) will be the final amount of that obligation or liability once it becomes liquidated or ascertained.
Unliquidated Claims. Upon receipt by Escrow Agent of a written ------------------- instruction of settlement executed by both Buyer and Xxxxxxxx which sets forth an agreement or settlement of an Unliquidated Claim, then Escrow Agent shall be authorized to and shall promptly disburse the Escrow Amount in accordance with such written instruction. Any Unliquidated Claim which is not settled by a joint instruction of Buyer and Xxxxxxxx shall remain pending until resolved pursuant to Section 8(c), or, if earlier, at such time as the amount of the Unliquidated Claim becomes fully liquidated and known. At such time as any Unliquidated Claim becomes fully liquidated and known, it shall be settled in accordance with the procedures for the settlement of Liquidated Claims set forth in Section 8(a).
