Seller Retained Claims definition

Seller Retained Claims means any (a) accrued or unaccrued claims for Employee Retention Credit funds from the U.S. Treasury attributable or relating to the Companies and arising prior to the Execution Date, and (b) premium refunds, distributions, credits, or other sums of money attributable or relating to insurance policies of the Companies and arising prior to the Execution Date.
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Seller Retained Claims. Schedule A, Section 1.2
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Seller Retained Claims has the meaning set forth in Section 5.17(a)(iii).
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Examples of Seller Retained Claims in a sentence

  • Sellers shall retain in all respects, and Purchaser shall not acquire, the Seller Retained Claims.


More Definitions of Seller Retained Claims

Seller Retained Claims means the claims set forth on Schedule 7.16(a) of the Company Disclosure Letter.
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Seller Retained Claims means, as to any Seller Releasor Party, any claims, in each case whether currently known or unknown, arising out of any contractual rights (and the enforcement thereof) pursuant to this Agreement, any Ancillary Agreement or any other certificate, document or instrument executed pursuant to the terms of this Agreement or any Ancillary Agreement to which the Seller Releasor Party is a party. Each such Seller Releasor Party hereby irrevocably agrees to refrain from, directly or indirectly, asserting any claim or demand or commencing (or allowing to be commenced on such Seller Releasor Party’s behalf) any suit, action or proceeding of any kind, in any agency, court or before any tribunal, against any Purchaser Released Party based upon any Seller Released Claim, it being the intent by such Seller Releasor Party that, subject to the receipt by the Seller of the Purchase Price, and by virtue of the execution of this Agreement, the Purchaser Released Parties will be absolutely, unconditionally and forever discharged of and from any and all obligations related in any way to the Seller Released Claims. Nothing contained in this Agreement shall affect the rights, liabilities or obligations of any Party that are expressly set forth in this Agreement or any Ancillary Agreement and the other documents and agreements to which the Seller Releasor Party is a party in connection with the transactions contemplated by this Agreement.
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Related to Seller Retained Claims

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

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

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Post-Closing Straddle Period has the meaning set forth in Section 7.1(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Indemnity Escrow Amount means $5,000,000.