Claim Proportion definition

Claim Proportion means a proportion as is equal to the number of Consideration Shares that Xxxxxxx is required to transfer to MSP pursuant to Section 9.5(e)(i) divided by the total number of Consideration Shares issued to Xxxxxxx at Closing.
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Claim Proportion means, in respect of a Management Warrantor, the percentage set out opposite that Management Warrantor’s name inSchedule 1.1.
Sample 1
Claim Proportion means, in respect of a Management Warrantor, the percentage set out opposite that Management Warrantor’s name in Schedule 1.1.
Sample 1

Examples of Claim Proportion in a sentence

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More Definitions of Claim Proportion

Claim Proportion means, in relation to each Warrantor, that proportion of liability for any Claim equal to the percentage that the aggregate consideration paid to the relevant Warrantor pursuant to the Share Purchase Agreement bears to the part of the Final Consideration paid to all the Warrantors;
Sample 1

Related to Claim Proportion

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Claim Certificate shall have the meaning set forth in Section 8.6(a).

  • Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.

  • 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;

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Indemnity Escrow Amount means $5,000,000.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • 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.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Unresolved Claims shall have the meaning set forth in Section 9.6(b).

  • Claim Form or “Proof of Claim Form” means the form, substantially in the form attached hereto as Exhibit 2 to Exhibit A, that a Claimant must complete and submit should that Claimant seek to share in a distribution of the Net Settlement Fund.

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Claim means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, whether civil, criminal, administrative, regulatory or other, and whether at law, in equity or otherwise brought against an Indemnified Person.