Open Claims definition
Examples of Open Claims in a sentence
For purposes of this agreement, the “Unclaimed Deposit” shall mean the entire balance of the Escrow Account then remaining, minus the aggregate of the then existing Claim Reserves for Open Claims and any interest accrued thereon.
To the extent Buyer has asserted indemnification claims hereunder or under the Other Acquisition Agreement that have not been satisfied or resolved (“Open Claims”) at the time that Buyer is obligated to pay any EBITDA Payment Amount hereunder, Buyer may offset the amount of such Open Claims against the EBTIDA Payment Amount.
The Reserve Amount shall be deposited into an interest bearing account so long as the Open Claims remain pending.
Upon final resolution of the Open Claims, Parent shall remit the remaining balance, if any, of the Reserve Amount and any interest thereon net of taxes incurred by Parent thereon to the Sellers.
To the extent that any Open Claims result in liability or expense to the Company or Parent, Parent may retain and apply the Reserve Amount and any interest earned thereon to the extent of such liabilities, costs or expenses.
Within five (5) business days following the final resolution of any Open Claims, Buyer and Sellers shall deliver to the Escrow Agent an executed joint written direction letter directing the Escrow Agent to release to (a) Buyer, the amount of Escrow Stock having a value equal to the amount of the Damages related to the applicable Open Claim and (b) Sellers, the remaining Escrow Stock.
Upon resolution in favor of Seller, if any, as to the Open Claims, or any portion thereof, the Escrow Agent shall distribute as soon as practicable (but in no event later than two (2) Business Days thereafter) the amount representing the resolved portion of the Open Claims upon receipt of written instructions delivered by Seller and Purchaser pursuant to this Section 3(b).
If any Reptron Open Claims exist on the Escrow Termination Date, the General Escrow Fund shall immediately terminate upon the final distributions from the General Escrow Fund with respect to the last such Reptron Open Claim.
All Open Claims in respect of an Endeavour Report must be made within 10 Business Days of AuRico’s receipt of the applicable Endeavour Report, and all Open Claims in respect of a Statement of Costs must be made within 10 Business Days of AuRico’s receipt of the applicable Statement of Costs.
After distribution of Escrow Shares and cash to Seller pursuant to Sections 4(a) and 4(b), to the extent there are no remaining Open Claims, all remaining Escrow Shares and cash shall be distributed by Escrow Agent to Seller.