Pending Claim Amounts definition
Examples of Pending Claim Amounts in a sentence
The Escrow Agent shall continue to hold and disburse such Disputed Amounts and Pending Claim Amounts in accordance with the provisions of this Escrow Agreement.
Any Pending Claim Amounts shall be determined in the reasonable judgment of Buyer, subject to objection by the Selling Parties’ Representative and any resolution of the related Claim as provided in the Merger Agreement.
On the date eighteen (18) months from the date hereof (the "Release Date"), the Escrow Agent shall pay to Stockholder Representative (on behalf of the Stockholders) the full amount of the Escrow Fund less the aggregate Pending Claim Amounts (as defined in the Merger Agreement), which amount shall be specified in writing to the Escrow Agent jointly signed by Parent and Stockholder Representative (the "Outstanding Claims Amount").
The balance of the Transaction Escrow Amount will be released to SBN Eagle and Eagle S-Corp Shareholders Representative on December 31, 2007, (x) except to the extent that the remaining Transaction Escrow Amount would be insufficient to cover any Pending Claim Amounts and (y) provided that SummitBridge, SBN Eagle and the Eagle S-Corp Shareholders are not in material breach of their other obligations under the Acquisition Agreement and the other Transaction Documents.
On the Termination Date, Buyer shall distribute to Sellers an amount equal to the Holdback Amount minus (i) the amount of all indemnification and other payment claims for which Buyer was entitled to indemnification or payment under this Agreement as of such date, and (ii) any Pending Claim Amounts that have not been resolved prior to such date, plus (iii) simple interest upon the Holdback Amount in an amount calculated at the rate of 0.5% per annum.
The Guarantor hereby waives any and all defenses and discharges available to a guarantor or accommodation co-obligor in such capacity and hereby waives any and all defenses, claims, setoffs and discharges of Sellers or any other person obligated to pay or perform any of the Indemnification Obligations, except the defenses of discharge by payment and performance in full or in the amounts contemplated by this SECTION 9.15, or expiration of the Guaranty Period (without any Pending Claim Amounts).
Escrow Property remaining on deposit after the Release Date on account of Pending Claim Amounts shall be distributed by Escrow Agent to Tangoe and/or Stockholder Representative promptly upon resolution of each such pending Indemnity Claim in accordance with Section 3(a)(iii) hereof and any Escrow Property on deposit with Escrow Agent after all pending Indemnity Claims have been resolved, and related distributions made, shall be disbursed to Stockholder Representative.
An amount of the Escrow Fund equal in value to any Stockholder Pending Claim Amount, any Principal Stockholder Pending Claim Amounts and any Combination Agreement Pending Claim Amount, in the aggregate, as of the Release Date will continue to be held by the Escrow Agent pursuant to the terms of the Escrow Agreement until such claim or claims have been fully resolved and the Escrow Agreement shall be deemed to be extended accordingly.
Pending Claim Amounts shall be distributed by Escrow Agent to Buyer and/or Sellers promptly upon resolution of each such pending Indemnity Claim in accordance with Section 2(a) hereof.
On October , 2009 [15 MOS FOLLOWING CLOSING] the Escrow Agent shall release to Sellers the Escrow Funds less all Pending Claim Amounts (as defined below) and all amounts distributed and to be distributed in accordance with Section 2(a) above.