Retention Claim definition

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 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.
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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 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.

  • 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.

  • 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).

  • Nazerian shall accept this amount as full and final payment for any and all payments, change orders, delays, extended overhead and general conditions, time extensions, and any other costs or damages that have been, or could be raised by Nazerian, or in any way related to the Project, Contract, COR Claim, or Retention Claim.

  • Because Plaintiff can establish that she was demoted and/or terminated because of her age, the Magistrate Judge erred in recommending that her claim for Negligent/Wanton Hiring, Training, Supervision, and Retention Claim be dismissed.

  • Strengthen our agency’s relationship withkey partners in other sectors.

  • At any time during the Retention Period and upon occurrence of a Retention Claim verified by corresponding evidence, the Retention Amount (or any part thereof) shall, following a joint release letter by the Sellers and the Buyers under the escrow account agreement, be released to the Buyers for the purpose of settling such Retention Claim.

  • Once all Retention Claims have been Finally Decided and the liability for such Retention Claim has been settled pursuant to Clause 11.16 the balance of the principal amounts and accrued interest retained in the Retention Account after payment of all sums to the Purchaser pursuant to Clause 11.17 shall be released to the Vendors.


More Definitions of Retention Claim

Retention Claim means all General Claims, Employment Claims and IT Claims.
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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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Retention Claim has the meaning specified in Section 6.10(a).
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Retention Claim means a Claim which has been notified to the Sellers before the Release Date;
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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 8.4(a).

  • 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 either a Provider Covered Claim or Customer Covered Claim.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • 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: (a) secured by a valid, perfected, and enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordance with section 506(a) of the Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

  • DIP Claim means a Claim of the DIP Agent or DIP Lenders arising under the DIP Credit Agreement or any of the DIP Orders, including Claims for payment of DIP Expenses.

  • 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 efforts (including any and all actions associated with exploration and solicitation of financing/refinancing opportunities, sales or similar transactions, restructurings, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation or filing of the Disclosure Statement or the Plan or any contract, instrument, release or other agreement or document created or entered into in connection with the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of confirmation of the Plan, the administration and implementation of the Plan, the issuance of the Series 2020 Note and the execution of 2020 Bond Documents, or the distribution of property under the Plan or any other related agreement; provided, however, that Exculpated Claims shall not include any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct or fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly established or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

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

  • Settlement Claim means a claim for settlement benefits made under the terms of this Settlement Agreement.

  • Settled Claims means any and all of the claims, debts, demands, rights, actions, causes of action, suits, matters, issues, damages, losses or liabilities whatsoever (including, but not limited to, any claims for 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 unmatured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted (or proposed as amendments) in any of the Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members or any of them against any of the Released Parties which arise out of or are based upon the allegations, transactions, facts, matters, breaches, occurrences, financial statements, statements, representations or omissions involved, set forth, or referred to in the Actions or in proposed amendments.

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