Locked Box Claim definition

Locked Box Claim means a claim for breach of any of the warranties in Section 6.1.
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Locked Box Claim means any claim pursuant to Clauses 6.2.2(c), 6.2.2(d) or 6.2.2(e), and any claim pursuant to paragraphs 6.3(a), 6.3(b) or 6.3(c) of Schedule 5 (The Sellers’ Warranties).
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Locked Box Claim means any claim pursuant to clause 4.2 in respect of a breach of clause 4.1 of this Agreement;
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Examples of Locked Box Claim in a sentence

  • Geely and LTC shall attempt to resolve in good faith all Locked Box Claim Disputes in accordance with paragraph 1 of this Schedule B before invoking the provisions of paragraph 2 of this Schedule B.

  • Etika and LTC shall attempt to resolve in good faith all Locked Box Claim Disputes in accordance with paragraph 1 of this Schedule B before invoking the provisions of paragraph 2 of this Schedule B.

  • The Warrantors will not be liable for any Claim, Locked Box Claim or otherwise under this Agreement and accordingly no Claim, Locked Box Claim or other claim may be brought, in respect of any loss or liability of any member of the Group (including, without limitation, any Taxation Liability) arising as a result of, in connection with or by reference to, the Debt Capitalisation.

  • The Seller shall not be liable for a Claim (other than a Locked Box Claim) to the extent that the facts, matters, events or circumstances giving rise to such Claim are within the actual knowledge of the Buyer or any other member of the Buyer’s Group (after reasonable enquiry of its employees and advisers involved in the Transaction) at Closing.

  • Nothing in this Agreement shall have the effect of limiting, restricting or excluding the liability of any Seller in respect of a Locked Box Claim.

  • The Buyer will not be entitled to recover damages or any other amount in respect of any Claim or Locked Box Claim or otherwise obtain reimbursement or restitution more than once in respect of the same matter, loss or liability and for this purpose any payment by the Warrantors under the Tax Covenant will be deemed to satisfy any Claim in respect of the same matter, loss or liability and vice versa.

  • If the money standing to the credit of the Leakage Escrow Account is not sufficient to cover any Locked Box Claim, the Seller shall pay the balance of the Locked Box Claim to the Buyer within 5 Business Days of such claim being Determined.

  • The Seller shall not be liable for any Claim (other than a Locked Box Claim pertaining to any transaction with or for the benefit of any member of the Seller’s Group) to the extent that provision, allowance, reserve or note is made in the Locked Box Accounts in respect of the liability to which such Claim relates.

  • The aggregate amount of the liability of either Party for all Claims and other claims under the Leakage Escrow Agreement (but excluding any Claim for breach of a Warranty, any Locked Box Claim and any Claim for breach of any warranty set forth in clause 7.4), and all costs, fees and expenses incurred by the Party seeking to enforce its rights in relation to the same, shall not exceed £5,000,000.

  • If the Seller notifies the Buyer of any objection to the Locked Box Claim during the Review Period, the Parties shall attempt to resolve the dispute in good faith.


More Definitions of Locked Box Claim

Locked Box Claim means a claim for breach of Section 6.1 of this Agreement.
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Locked Box Claim has the meaning given to it in Clause 4.3;
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Locked Box Claim means a claim resulting from the matters referred to in clause 3.14; Long Stop Date means 30 June 2016, provided that where the Condition in clause 3.1.1 has been satisfied but Completion can only occur following compliance with the terms of a Commitment or Commitments offered and accepted by the Purchaser, a rolling one month extension shall automatically be granted at the end of each calendar month until the earlier of fulfilment of such Commitment(s) and 30 September 2016;
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Related to Locked Box Claim

  • Priority Claim means a Claim that is entitled to priority in payment pursuant to section 507(a) of the Bankruptcy Code that is not an Administrative Claim or a Priority Tax Claim.

  • DIP Facility Claim means a Claim arising under or as a result of the DIP Facility.

  • Administrative Claim Bar Date means the deadline for filing requests for payment of Administrative Claims, which shall be 30 days after the Effective Date.

  • Administrative Claims Bar Date means the deadline for Filing requests for payment of Administrative Claims, which: (a) with respect to Administrative Claims other than Professional Fee Claims, shall be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days after the Effective Date.

  • Other Priority Claim means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • DIP Claim means any Claim arising under, derived from or based upon the DIP Facility or DIP Orders, including the DIP Exit Backstop Premium and the guarantees in respect thereof under the DIP Facility Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising under or related to the DIP Facility.

  • DIP Facility Claims means all Claims held by the DIP Facility Agent and the DIP Facility Lenders pursuant to the DIP Facility Agreements and the Final DIP Order.

  • Administrative Claim means a Claim for costs and expenses of administration of the Estates under sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims in the Chapter 11 Cases; and (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911-1930.

  • Other Priority Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Disputed Claims Reserve means a reserve of Cash that may be funded on or after the Effective Date pursuant to Article VII.E hereof.

  • Secured Claim means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases under sections 503(b) and 507(a)(2) of the Bankruptcy Code including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates, (b) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code, (c) any fees or charges assessed against the Estates under section 1930 of chapter 123 of Title 28 of the United States Code, (d) all Claims arising under section 503(b)(9) of the Bankruptcy Code, and (e) the Prepetition Lenders Adequate Protection Claims.

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • General Administrative Claim means any Administrative Claim, including Cure Claims, other than a Professional Fee Claim.

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Allowed Administrative Claim means all or that portion of an Administrative Claim which is an Allowed Claim.

  • Administrative Claims means (i) Claims that have been timely filed before the Administrative Claim Bar Date, pursuant to the deadline and procedure set forth in the Confirmation Order (except as otherwise provided by a separate order of the Bankruptcy Court), for costs and expenses of administration under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code, including, without limitation: the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors (such as wages, salaries, or commissions for services and payments for goods and other services and leased premises), (ii) Twenty Day Claims, and (iii) Claims timely asserted for stub rental payments under the Debtors’ leases. Any fees or charges assessed against the Estates 1 All capitalized terms not otherwise defined herein shall be subject to the definition of such capitalized terms in Article I.A. hereof. under section 1930 of chapter 123 of title 28 of the United States Code are excluded from the definition of Administrative Expense Claim and shall be paid in accordance with Article V.M of the Plan. Notwithstanding anything to the contrary herein, the filing of an Administrative Claim shall not be required in order to receive payment for any tax liability described in sections 503(b)(1)(B) and (C) in accordance with section 503(b)(1)(D) of the Bankruptcy Code.

  • Superpriority Claim means a claim against the Borrower and any Guarantor in any of the Cases which is an administrative expense claim having priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code.

  • Priority Claims means, collectively, Priority Tax Claims and Other Priority Claims.

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Approved Claim means a Claim Form submitted by a Settlement Class Member that: (a) is submitted timely and in accordance with the directions on the Claim Form and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a Settlement Class Member with all of the information requested in the Claim Form; (c) is signed by the Settlement Class Member, physically or electronically; and (d) is approved by the Settlement Administrator pursuant to the provisions of this Agreement.

  • Secured Claims means Claims held by “secured creditors” as defined in the CCAA, including Construction Lien Claims, to the extent of the Allocated Value of the Property securing such Claim, with the balance of the Claim being a Deficiency Claim, and amounts subject to section 6(6) of the CCAA;

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Priority Payables means, as of any date of determination: (a) the full amount of the liabilities of any Borrower at such time which, except for liabilities associated with Permitted Encumbrances (i) have a trust, deemed trust or statutory lien imposed to provide for payment or a security interest, pledge, hypothec, charge or other Lien ranking or capable of ranking senior to or pari passu with the Liens granted to Agent on the Collateral under federal, provincial, municipal or local law in Canada or (ii) have a right imposed to provide for payment ranking or capable of ranking senior to or pari passu with such Obligations under local or federal law, regulation or directive, including, but not limited to, claims for unremitted and/or accelerated rents, taxes (including sales tax, goods and services taxes, harmonized sales taxes and withholding taxes), wages, withholding taxes, VAT and other amounts payable to an insolvency administrator, employee withholdings or deductions and vacation pay, severance and termination pay, workers’ compensation obligations, government royalties, pension fund obligations or any amounts representing any unfunded liability (whether or not due), solvency deficiency or wind up deficiency with respect to any defined benefit plan for Canadian employees which could become subject to a trust, deemed trust or statutory lien, in each case, to the extent such trust, deemed trust, statutory lien, security interest, hypothec, charge or other Lien has been or could reasonably be expected to be imposed as determined by Agent in its sole discretion; and (b) the amount equal to the percentage applicable to Inventory located in Canada that is part of the Formula Amount which Agent, in its Permitted Discretion, considers as being, or is reasonably likely to become, subject to retention of title by a supplier or a right of a supplier to recover possession thereof, where such supplier’s right has priority over Agent’s Liens securing such Obligations, including, without limitation, Eligible Inventory subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any applicable laws granting revendication or similar rights to unpaid suppliers or any similar laws of Canada or any other applicable jurisdiction.