Pending Claim Amounts definition

Pending Claim Amounts means, for any given date, the aggregate amount of all Indemnification Losses which, as of such date, (a) have been set forth in a Claim Notice duly delivered to Seller in accordance with Section 15.5.5, (b) have not been paid or reimbursed to Purchaser from the Holdback Escrow, and (c) have not been successfully disputed by Seller in an action at law with all available appeals being resolved in favor of Seller (or the time to appeal having expired without either party having filed an appeal).
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Pending Claim Amounts means the aggregate dollar amount of the Primary Escrow, if any, which is the subject of one or more pending Indemnity Claims. Pending Claim Amounts shall be distributed by Escrow Agent to Buyer and/or Seller promptly upon resolution of each such pending Indemnity Claim in accordance with Section 2(a) hereof.
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Pending Claim Amounts means the amount of Purchaser Losses or other amounts asserted in Pending Claims.
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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.

  • No act or thing will in any way discharge the Guarantor from his obligations pursuant to this SECTION 9.15, except full payment and performance of all of the Indemnification Obligations as contemplated by this SECTION 9.15 or expiration of the Guaranty Period (without any Pending Claim Amounts).

  • On , 20___,2 (the “Second Scheduled Escrow Release Date”), Escrow Agent shall deliver to Burress Shareholders Representative, in immediately available funds, the remaining Closing Escrow Amount and the Supplemental Escrow Amount, together with any interest and income earned thereon, less the aggregate amount of all Pending Claim Amounts under Article X of the Agreement and Plan of Merger or under the other Transaction Documents made prior to such date.

  • 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").

  • 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.

  • In addition, at the end of the Survival Period, the then-remaining amounts in the Indemnity Escrow Fund, if any, less any Pending Claim Amounts (as defined in the Escrow Agreement), shall be paid to Seller in accordance with, and except as otherwise provided in, this Agreement and the Escrow Agreement.

  • 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.

  • 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).

  • 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.


More Definitions of Pending Claim Amounts

Pending Claim Amounts means, at any time, the aggregate dollar amount of any pending claim notices given by Buyer to Sellers prior to the Termination Date pursuant to ARTICLE 8.
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Pending Claim Amounts means the aggregate dollar amount of all pending Indemnity Claims. 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) hereof.
Sample 1
Pending Claim Amounts means the aggregate dollar amount of the Escrow Funds, if any, which is the subject of one or more pending Indemnity Claim Notices.
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Related to Pending Claim Amounts

  • Pending Claims shall have the meaning set forth in Section 7.1(e).

  • Pending Claim has the meaning set forth in Section 9.6 hereof.

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

  • Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.

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

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

  • 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;

  • Undisputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Deficiency Claim means any portion of a Claim (a) to the extent the value of the holder’s interest in Assets securing such Claim is less than the amount of such Claim or (b) to the extent the amount of a Claim is subject to setoff is less than the amount of the Claim, each as determined by § 506(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.

  • Related Claims means all Claims for Wrongful Acts based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, causally or in any other way.

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Excluded Amounts means:

  • Special deposit claim means a claim secured by a deposit made pursuant to statute for the security or benefit of a limited class or classes of persons, but not including a claim secured by general assets.

  • Deficiency Amount shall have the meaning set forth for such term in Section 4.03(a) hereof. “Department” shall mean the South Carolina Department of Revenue.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Unpaid Realized Loss Amount With respect to any Class of Subordinated Certificates and as to any Distribution Date, is the excess of (i) the Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recoveries on all previous Distribution Dates. Any amounts distributed to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

  • 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.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and REMIC I Regular Interest LTZZ.

  • Advance Reimbursement Amounts As defined in Section 3.29 hereof.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.