Outside Claim Date definition

Outside Claim Date shall have the meaning set forth in Section 9.1.
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Outside Claim Date has the meaning set forth in Section 11.01.
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Examples of Outside Claim Date in a sentence

  • Any claim by Seller or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date.

  • On or prior to the Outside Claim Date, Seller shall reimburse Buyer from the Holdback Escrow Fund for the cost of the Environmental Insurance obtained by Buyer (the “Seller Reimbursement Obligation”).

  • If Purchaser and Seller cannot mutually agree upon the settlement of any Noticed Claim, Purchaser shall be deemed to have waived its right to pursue such Noticed Claim (and any right to collect from Seller with respect to such Noticed Claim), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the date that is ninety (90) days after the Outside Claim Date.

  • Except as otherwise set forth in this Agreement, all of the representations and warranties of Buyer and the Sellers shall survive the Closing for a period of nine (9) months after the Closing Date (the "Outside Claim Date").

  • If Purchaser and Seller cannot mutually agree upon the settlement of any such Noticed Claim, Purchaser shall be deemed to have waived such Noticed Claim (and any right to collect from Seller or Seller Guarantor with respect to such claim), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the date that is three (3) months after the Outside Claim Date.

  • It is understood, however, that none of the provisions contained in this Agreement shall survive the Closing, except to the extent expressly provided in this Agreement to the contrary; provided, however, the Outside Claim Date shall not apply to or otherwise limit any Seller Unlimited Liability Matter or Buyer Unlimited Liability Matter or any claims with respect to a Tax Indemnity.

  • Any claim by Seller or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations, respectively, shall be effective and valid only if made after Closing in a written notice (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) delivered to the other party on or prior to the Outside Claim Date.

  • All of the Seller’s Representations and Purchaser’s Representations shall survive Closing until the Outside Claim Date, it being agreed that none of the covenants or agreements contained in this Agreement shall survive the Closing except as otherwise expressly provided herein.

  • Purchaser shall be required to notify Seller prior to the Outside Claim Date of any claim against Seller for a breach of or inaccuracy in any of the Seller’s Representations pursuant to Section 9.2 by the delivery of a written notice (each such notice, a “Notice of Claim” and each such claim identified therein a “Noticed Claim”) setting forth: the dollar amount of the Purchaser Indemnifiable Damages relating to the Noticed Claim (or a reasonable estimate of the amount of such Noticed Claim).

  • It is further agreed that if Buyer timely (and in accordance with the terms hereof) files a claim for a breach by Seller of its representations and warranties hereunder prior to the Outside Claim Date, the Seller shall be obligated to provide the assurance referenced in clause (A), (B) or (C) above in this Section 8.2.2, as applicable, until such claim is fully settled.

Related to Outside Claim Date

  • Deficiency Claim Date means, with respect to any Distribution Date, the fourth Business Day immediately preceding such Distribution Date.

  • Claim Deadline means the last date by which a Claim submitted to the Settlement Administrator by a Settlement Class Member must be postmarked or submitted electronically, which will be ninety (90) Days after the Notice Deadline. All Claims postmarked or submitted electronically at the Settlement Website on or before the Claim Deadline shall be timely, and all Claims postmarked or submitted electronically at the Settlement Website after the Claim Deadline shall be untimely and barred from entitlement to any Settlement Relief.

  • 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.

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Plan Objection Deadline means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

  • Objection Deadline means the date identified in the Preliminary Approval Order and Class Notice by which a Settlement Class Member must serve written objections, if any, to the Settlement to be able to object to the Settlement. The Objection Deadline shall be no later than 30 days before the Final Approval Hearing.

  • Title Objections has the meaning ascribed to such term in Section 6.2(a).

  • 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;

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • 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.

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Title Review Period shall have the meaning set forth in Section 4.3.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Rejection Claim means a Claim arising from the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code.

  • Final Approval Date means the date upon which Final Approval occurs.

  • Objection Date means the date by which Settlement Class Members must mail their objection to the settlement for that objection to be effective. The postmark date shall constitute evidence of the date of mailing for these purposes.

  • Defect Notice shall have the meaning specified in Section 3.2 of this Agreement.

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

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Deficiency Claim Amount has the meaning set forth in Section 5.5(a).

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.

  • Completion Deadline means the date by which the Arrangement is to be completed, which date shall be April 30, 2014 or such later date as may be agreed to in writing by the Parties;

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Litigation Conditions has the meaning set forth in Section 11.3.