Retention Claim definition

Retention Claim means a General Warranty Claim, a Tax Claim or a claim in relation to a Purchaser Indemnified Matter which has been notified to the Sellers before the Release Date;
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Retention Claim means any claim by the Buyer under the Agreement and the Tax Deed which is required or permitted to be settled out of the sums standing to the credit of the Retention Account from time to time; "Retention Release Date" means the First Retention Release Date, the Second Retention Release Date or the Final Retention Release Date, as the case may be; "Second Retention Release Date" means 36 months after the Completion Date; and "Solicitors" means the Buyer's Solicitors and the Sellers' Solicitors; "Withholding" has the meaning given to it in paragraph 4.3(c) of this schedule "W&I Policy" means a warranty and indemnity insurance policy in respect of the Agreement and the transaction contemplated therein on terms that are satisfactory to the Buyer; "W&I Policy Costs" means the insurance premium payable by the Buyer in respect of the W&I Policy and any costs or expenses reasonably incurred by the Buyer in connection with the W&I Policy including, but not limited to, legal fees, the underwriting fee, and any applicable insurance premium tax; and "W&I Policy Inception Date" means the date that is 90 days following Completion. 12.
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Retention Claim has the meaning specified in Section 6.10(a).
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Examples of Retention Claim in a sentence

  • Each Signatory hereby irrevocably and unconditionally undertakes to pay to the Company amounts equal to any Retention Claim Amount.

  • The Retention Claim Identification Cut-Off Time relating to such TA Signatory has occurred and has not been postponed to a later date in accordance with Clause 27.

  • The Company may postpone a Retention Claim Identification Cut-Off Time determined under limb (i) above if that test ceases to be correct.

  • The Company shall not make a payment at any time to discharge a Retention Claim in respect of an Alleged Amount.

  • This is a Phase IV prospective pharmacokinetic study to evaluate the PK and safety of currently prescribed HIV and TB drugs in low birth weight infants (≤2500 grams at birth).

  • This plan will estimate the needed investments and propose the corresponding institutional, regulatory, capacity, and operational framework.

  • Where the Company is under a fiduciary obligation to account to a person (a “Retention Creditor”) out of Trust Assets for the liabilities of a TA Signatory to that Retention Creditor and the Company is aware of such fact and of a claim (the “Retention Claim”) of a Retention Creditor prior to making any Distribution, then the Company will be entitled to retain from that Distribution an amount (the “Retention Amount”) in respect of that Retention Claim.

  • Accordingly, plaintiff’s Count One will not be dismissed for failure to state a claim upon which relief can be granted.B. Negligent Hiring, Training, Supervision, and Retention Claim In addition to the factual allegations set forth above, plaintiff stated the following to support her claim for negligent hiring, training, supervision, and retention:64.

  • The Stinesprings’ claim for liability based on Chicago Title’s agency relationship with LATCO is therefore dismissed with prejudice.2. Negligent Hiring and Negligent Retention Claim The Stinesprings also allege that Chicago Title is liable for negligently hiring and retaining Pino, and for the damages resulting therefrom.6 Negligent hiring and negligent retention are tort claims.

  • The Retention Amount will be the amount (if any) of the Retention Claim determined by a court (“Judgment Amount”) and/or the amount (if any) agreed between the TA Signatory and the Retention Creditor (“Agreed Amount”) and/or the amount (if any) alleged by the Retention Creditor to be the Retention Claim (“Alleged Amount”).


More Definitions of Retention Claim

Retention Claim means all General Claims, Employment Claims and IT Claims.
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Retention Claim means a Claim which has been notified to the Sellers before the Release Date;
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Retention Claim means a Claim (save for an Indemnity Claim) by the Buyer under this Agreement notified to the Sellers in accordance with this Agreement on or before the Termination Date;
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Retention Claim means any Claim, any claim under the Deed of Tax Covenant or any claim under the covenant in clause 11.3 below.
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Related to Retention Claim

  • 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.

  • Clean Claim means a claim that:

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

  • Tax Claim has the meaning set forth in Section 6.05.

  • Covered claim means the following:

  • 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;

  • Settled claim means the original tort claim resolved by a structured settlement.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Unimpaired Claim means a Claim that is not impaired within the meaning of section 1124 of the Bankruptcy Code.

  • Proven Claim means (a) a Claim of a Creditor, Finally Determined as an Allowed Claim for voting, distribution and payment purposes under the Plan, (b) in the case of the Participating CCAA Parties in respect of their CCAA Party Pre-Filing Interco Claims, and in the case of the Non-Filed Affiliates in respect of their Non-Filed Affiliate Unsecured Interco Claims and Non- Filed Affiliate Secured Interco Claims, as such Claims are declared, solely for the purposes of the Plan, to be Proven Claims pursuant to and in the amounts set out in the Amended and Restated Meetings Order, and (c) in the case of Employee Priority Claims and Government Priority Claims, as Finally Determined to be a valid post-Filing Date claim against a Participating CCAA Party;

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

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

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • Secured Claim means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • DIP Claim means any Claim arising under, derived from or based upon the DIP Facility or DIP Orders, including the DIP Exit Backstop Premium and the guarantees in respect thereof under the DIP Facility Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising under or related to the DIP Facility.

  • Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors' in or out of court restructuring, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the settlement of Claims or renegotiation of Executory Contracts or Unexpired Leases, the negotiation of the Plan, the DIP Credit Agreement, the Plan Supplement, the Exit Facility Credit Agreement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration, consummation, and implementation of the Plan, the distribution of property under the Plan, or any transaction contemplated by the Plan or Disclosure Statement, or in furtherance thereof; provided, however, that Exculpated Claims shall not include any claim arising out of any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly set forth in or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Settled Claims means any and all claims, debts, demands, rights or causes of action, suits, matters, and issues or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on United States or Canadian federal, state, provincial, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or un-matured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted in any of the Nortel II Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members in the Nortel II Actions, or any of them, against any of the Released Parties, that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Nortel II Actions and that relate to the purchase of Nortel common stock or call options or the sale of Nortel put options during the Class Period or (iii) any oppression or other claims under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions, set forth or referred to in the Nortel II Actions. Settled Claims does not mean or include claims, if any, against the Released Parties arising under the United States Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (“ERISA”) that are not common to all Class Members and which ERISA claims are the subject of an action pending before the Judicial Panel on Multidistrict Litigation, denominated In re Nortel Networks

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.