Established Claim means a claim which has been recognised by the 1992 Fund or been accepted as admissible by decision of a competent court binding upon the 1992 Fund not subject to ordinary forms of review and which would have been fully compensated if the limit set out in article 4, paragraph 4, of the 1992 Fund Convention had not been applied to that incident;
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) Indemnification Claim resolved in favor of CEA by settlement of the parties pursuant to paragraph 2(c) above, resulting in a dollar award to CEA, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to CEA, (iv) Third Party Claim which has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim which the Committee and the Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement.
Established Claim means any (i) direct Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) direct Indemnification Claim resolved in favor of Parent Indemnitees by settlement pursuant to paragraph 2(c) above, resulting in a dollar award to Parent Indemnitees, (iii) direct Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to Parent Indemnitees, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that the Committee and the Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement; provided, however, that an Indemnification Claim shall not be deemed an Established Claim to the extent that no amount is payable pursuant to Section 7.4(b) of the Merger Agreement.
Examples of Established Claim in a sentence
A claimant shall not be required to repay any sum received by him in respect of an Established Claim (including any Additional Dividend or Extraordinary Dividend) by virtue only of any reduction of the Payment Percentage.
If it appears to the Trustees that the Asbestos Disease is attributable to any material extent to Asbestos Exposure caused by the activities of any party other than T&N or the relevant Company, the Trustees shall apply the Apportionment Formula to the value of the Established Claim.
Each transfer of shares in satisfaction of an Established Claim shall be made by the Escrow Agent delivering to Parent stock certificates held in each Owner’s account evidencing not less than such Owner’s pro rata portion of the aggregate number of shares specified in the Joint Notice, together with assignments separate from certificate executed in blank by such Owner and completed by the Escrow Agent in accordance with instructions included in the Joint Notice.
Any dispute between the Indemnitee Representative and the Indemnitor Representative concerning the calculation of Fair Market Value, or the number of shares necessary to satisfy the Deductible or any Established Claim, or any other dispute regarding a Joint Notice, shall be resolved between the Indemnitee Representative and the Indemnitor Representative in accordance with the procedures specified in Section 3(d) above, and shall not involve the Escrow Agent.
As used herein, “Fair Market Value” means the average reported closing price for the Parent Common Stock for the ten trading days ending on the last trading day prior to the day the Established Claim is paid.
More Definitions of Established Claim
Established Claim means (i) Indemnification Claim deemed established pursuant to the last sentence of Section 3(b) above, (ii) Indemnification Claim resolved in favor of Indemnitee by settlement pursuant to Section 3(d) above, resulting in a dollar award to Indemnitee, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to Section 3(d) above, resulting in a dollar award to Indemnitee, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that the Indemnitee Representative and the Indemnitor Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement.
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of Section 2.2(b) above, (ii) Indemnification Claim resolved in favor of Secure by settlement pursuant to Section 2.2(c) above, resulting in a dollar award to Secure, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to Section 2.2(d) above, resulting in a dollar award to Secure, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that Secure and the Member Representative have jointly notified the Escrow Agent has been settled.
Established Claim means any (i) portion of any Distribution Request Amount that is not disputed pursuant to Section 4(a)(ii) above, (ii) portion of any Distribution Request Amount that is resolved by mutual resolution pursuant to Sections 4(b)(i) and (ii), resulting in an award to Harmony, or (iii) portion of any Distribution Request Amount that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each Indemnification Claim shall be subject to the limitations, procedures and obligations set forth in Article IX of the Merger Agreement, and no portion of any Indemnification Claim may be deemed to be an Established Claim or otherwise payable under Article IX of the Merger Agreement unless and until the aggregate amount of all indemnifiable Losses under Section 9.4(d) of the Merger Agreement exceeds the Deductible, in which event the Distribution Request Amount of such Indemnity Claim must only include Losses incurred in excess of such Deductible. The Owners’ aggregate liability for Losses shall not in any event exceed the value of the Escrow Fund.
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) Indemnification Claim resolved in favor of Holdco by settlement pursuant to paragraph 2(c) above, resulting in an award to Holdco, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to Holdco, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that the Representative and Stockholder Nominee have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement; provided that, subject to the terms of the Merger Agreement, notwithstanding anything herein, no Indemnification Claim by Holdco shall become an Established Claim unless and until the aggregate amount of indemnification Losses exceeds (i) $2,000,000 (the “Deductible”), in which event only the amount of such Established Claim(s) in excess of the Deductible shall be payable. The aggregate liability for Losses shall not in any event exceed the Escrow Shares in the case of Basic Indemnity Claims or the Environmental Indemnity Shares in the case of Environmental Indemnity Claims.
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of Section 2(b) above, (ii) Indemnification Claim resolved in favor of a Claimant by settlement and joint delivery of notice to the Escrow Agent pursuant to Section 2(c) above, resulting in a dollar award to the Claimant, or (iii) Indemnification Claim sustained by a final determination of an arbitration panel in accordance with Section 8 (after exhaustion of any appeals to a court of competent jurisdiction or expiration of the time period for filing any such appeal); provided that, notwithstanding anything herein, no Indemnification Claim by GGAC shall become an Established Claim (x) unless the indemnifiable Losses with respect to such Indemnification Claim exceed $30,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of indemnification Losses exceeds the Deductible, in which event the full amount of such Established Claim(s) shall be payable, in each case, with respect to Indemnification Claims subject to such limitations pursuant to the terms of the Investment Agreement.
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of Section 2(b) above, (ii) Indemnification Claim resolved in favor of a Claimant by joint settlement pursuant to Section 2(c) above, resulting in a dollar award to the Claimant or (iii) Indemnification Claim established that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction; provided that, subject to the terms of the Merger Agreement, notwithstanding anything herein, no Indemnification Claim by Parent shall become an Established Claim unless and until the aggregate amount of indemnification Losses exceeds (i) $1,000,000 in the case of Indemnification Claims other than an Indemnification Claim made pursuant to Section 7.1(a)(iii) of the Merger Agreement (“Litigation Indemnification Claim”) and (ii) $2,500,000, in the case of the Litigation Indemnification Claim (each such amount, the applicable “Deductible”), in which event only the amount of such Established Claim(s) in excess of the applicable Deductible shall be payable.
Established Claim means any (i) Indemnification Claim deemed established pursuant to the last sentence of paragraph 2(b) above, (ii) Indemnification Claim resolved in favor of Ascend by settlement pursuant to paragraph 2(c) above, resulting in a dollar award to Ascend, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to paragraph 2(d) above, resulting in a dollar award to Ascend, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or (v) Third Party Claim that the Committee and the Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement; provided that, subject to the terms of the Merger Agreement, notwithstanding anything herein, no Indemnification Claim shall become an Established Claim unless and until the aggregate amount of indemnification Losses (as defined in the Merger Agreement), as set forth in Section 7.4(c) of the Merger Agreement, exceeds $500,000 (the “Deductable”), in which event the amount of such Established Claim(s) in excess of $500,000 shall be payable.