Pending Claims Amount definition

Pending Claims Amount means, as of a specified date, the amount that would be necessary in Parent’s reasonable good faith judgment to satisfy any then pending and unsatisfied or unresolved Claims specified in any Claim Notice delivered to the Stockholder Representative prior to such date if such Claims were resolved in full in favor of the Parent Indemnitees.

Pending Claims Amount means, as of any specified date, (i) the aggregate of the amounts of the claims made by the Buyers under Clause 7.02 which have been notified to Seller in accordance with Clause 7.01 and (ii) in relation to which the Buyer has provided its good faith reasonable estimate of the Seller’s liability under such claim (having regard to the documents and other information available to the Buyer Group at that time) but, for the avoidance of doubt, not including any Settled Claims.

Pending Claims Amount has the meaning set forth in Section 2.8(c).

Examples of Pending Claims Amount in a sentence

• Upon receipt by the Escrow Agent of any Notice of Claim, the Escrow Agent shall retain in the Escrow Fund an amount equal to the Losses claimed by Buyer until such time as there has been a determination of such Losses in accordance with the terms and provisions of the Stock Purchase Agreement (a "Pending Claims Amount").

• For the sake of clarity, any amount of indemnified Losses which is subject to dispute shall be a Pending Claims Amount (as defined below) for all purposes under this Agreement.

• After the eighteen month anniversary of the Closing Date, the Escrow Agent shall deliver to the Stockholders and Parent or the Second Surviving Corporation, on behalf of the Company Optionholders, the remaining Escrow Amount minus the Pending Claims Amount in accordance with the Escrow Agreement.

• The Signing Members agree not to dissolve or liquidate the Seller entity prior to the later of the (i) Release Payment Date and (ii) Final Determination of any Claim giving rise to the Pending Claims Amount.

• Buyer will only distribute a Pending Claims Amount in accordance with a letter executed by Buyer and Parent settling in full the claim related to such Pending Claims Amount (a “Settlement Letter”) or a final, non-appealable judgment of a court of competent jurisdiction finally determining the amount, if any, of Indemnified Losses to which a Buyer Indemnified Party is entitled for the claim related to such Pending Claims Amount (a “Final Court Order”).

More Definitions of Pending Claims Amount

Pending Claims Amount has the meaning specified in Section 9.7(a).

Pending Claims Amount is defined in Section 8.5(a).

Pending Claims Amount see Section 3.2(b)(iii).

Pending Claims Amount means the aggregate amount claimed by the Buyer Indemnified Parties under Section 9.1 and/or Section 8.7 and the Buyer under Section 2.6(b)(iv) pursuant to claims made against the Escrow Fund in accordance with this Agreement that remain subject to dispute or are otherwise outstanding as of such date.

Pending Claims Amount means, as of any date, the sum of (i) the aggregate amount, if any, of all properly asserted claims made by the Buyer Indemnified Parties prior to such date in accordance with Article 10 or Article 11 (including Section 11.8), to the extent such claims remain pending and unresolved plus (ii) the aggregate amount, if any, of all properly asserted claims made by any Buyer Indemnified Parties prior to such date for amounts due and owing under any Ancillary Agreement in accordance with the applicable Ancillary Agreement and Article 11, to the extent such claims remain pending and unresolved.

Pending Claims Amount means the amount that would be necessary in Parent’s reasonable good faith judgment to satisfy any then pending and unsatisfied or unresolved claims for indemnification by any Parent Indemnitee (and eligible to be recovered from the Indemnity Escrow Funds in accordance with this Agreement) specified in any Claim Certificate or Third-Party Claim Notice delivered to the Equityholder Representative prior to such date if such claims were resolved in full in favor of the Parent Indemnitees. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

Pending Claims Amount shall have the meaning set forth in Section 2.9(c).