Customer Claims definition

Customer Claims means, collectively, (i) the Unfiled Customer Claims, and (ii) the Filed Customer Claims.

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Customer Claims has the meaning specified in Section 3.20(b).

Customer Claims means any amounts, actually paid by the Company or its Affiliates to third parties in respect of valid claims by customers of Citadel, Lucent or their respective affiliates, arising out of or in connection with the Citadel Litigation, the Matrixx Litigation and any of the matters that are referred to in the Complaints; provided, however, that to the extent third-party claims have been paid prior to February 15, 2018, such third-party claims shall not constitute Customer Claims; provided, further, that a claim shall not be considered a Customer Claim unless (i) the Company has established a reserve with respect to such Customer Claim in accordance with GAAP applied in accordance with past practices of the Company or (ii) an accounting firm reasonably and mutually acceptable to both the Company and the Committee has validated such claim as a valid claim, the treatment of which is consistent with past practices of the Company (as of the date of the Merger Agreement), and the amount considered a Customer Claim shall not exceed the amount reserved by the Company or so validated by such accounting firm, it being understood that all fees and expenses of such accounting firm shall be “Claims Expenses” and shall promptly be paid from the Escrow Account.

Examples of Customer Claims in a sentence

• In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller.

• We shall cooperate with you in the adjustment of Customer Claims, but we retain the right to adjust Customer Claims on Factor Risk Accounts directly with customers, upon such terms as we in our sole discretion may deem advisable.

• You also warrant and represent that: your customers have accepted the goods or services and owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account, other than as to returns and allowances as provided in section 8 below (the foregoing being referred to in this Agreement as "Customer Claims").

• Epicor has no obligation to Customer or Customer Indemnified Parties for Customer Claims that result from Customer’s use of a superseded Software version if a corrective Software Update has been made available to Customer for no additional license fees and given reasonable time to implement.

• The Company shall at the request of the Indemnitor from time to time notify the Indemnitor regarding the status, including any significant developments, with respect to Ordinary Course Customer Claims (or related regulatory investigations) the defense of which is being conducted by the Company.

More Definitions of Customer Claims

Customer Claims means: an unsatisfied claim for economic loss from a

Customer Claims means any and all demands for replacement, refunds, returns or allowances pertaining to products sold or distributed by Seller (other than claims by Buyer against Seller regarding products sold by Seller to Buyer pursuant to this Agreement), without regard to the date of manufacture, shipment or sale of the product. In no event shall a Product Liability Claim constitute a Customer Claim.

Customer Claims means either (a) any claims, demands, actions, causes of action or Proceedings asserted or threatened to be asserted by, on behalf of or with respect to any person that is a customer of the Acquired Business as of the Effective Time (an "Acquired Business Customer"), regardless of whether such claim is asserted under any breach of contract, breach of warranty, products liability, strict liability or other theory, with respect to or arising out of any agreement, contract, commitment, liability or obligation to the Acquired Business Customer as of the Effective Time, including without limitation (i) claims with respect to any hardware, software, databases or services sold, leased, licensed or otherwise provided to the Acquired Business Customer prior to the Effective Time, (ii) claims relating to the failure any of Seller Distributed Software or Third Party Distributed Software or any other hardware, software, databases sold, leased, licensed or otherwise provided to the Acquired Business Customer prior to the Effective Time to be "millennium compliant", "year 2000 compliant", or "year 2000 qualified" or otherwise process, function, accept, store, display or operate without error or interruption in respect of dates before or after January 1, 2000, or to operate continuously and without error (including when incorporated with any other products provided by Seller or any other person as part of an integrated system), and (iii) claims related to the disputes identified in Section 6.12(f) of the Disclosure Schedule, or (b) any Losses or other costs incurred by Purchaser or Parent, which, in their reasonable judgment, are necessary to minimize, mitigate or avoid potential claims, demands, actions, causes of action or Proceedings under clause (a) above, including without limitation the cost to cause any of the services or software or hardware referenced in clause (a) to become "millennium compliant", "year 2000 compliant", or "year 2000 qualified" .

Customer Claims means the claims of a Customer against the Debtor for indemnity, contribution, apportionment, joint liability, comparative negligence, contributory negligence, or any other theory of joint or several liability which arise out the operative facts that form the basis of the claims asserted in the Copyright Action, whether or not such claims have been asserted by a Customer against the Debtor.

Customer Claims has the meaning ascribed to it in Section 4.1(b)(v).

Customer Claims is defined in Section ‎2.4(b).

Customer Claims means any claims, demands, actions, suits or proceedings made or commenced by customers of the Business pertaining to defects in or arising directly or indirectly from or relating to goods, products or services provided sold or supplied by the Vendors prior to the Specified Time other than bona fide warranty obligations pursuant to the specific terms of the applicable Business Contract;