Set Off Claim definition

Set Off Claim has the meaning given to it in paragraph 11.2 of Schedule 8 (Limitations on Sellers’ Liability);
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Set Off Claim has the meaning set forth in Section 2.4 hereof.
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Set Off Claim means a set-off counter-claim by Sellers pursuant to Section 9.5 in respect of any breach of Company representations or warranties contained in Article 3.
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Examples of Set Off Claim in a sentence

  • Should VCampus assert a Set Off Claim, Prosoft shall notify VCampus within ten (10) Business Days if it disputes the Set Off Claim.

  • Should a payment under the Notes that is subject to the disputed Set Off Claim come due prior to resolution of the disputed Set Off Claim, VCampus shall make such payment when and as otherwise due into an interest-bearing escrow account, to be held pending further written agreement between VCampus and Prosoft, or a final, non-appealable order of the Bankruptcy Court directing disposition of the payment.

  • Each of the Noteholders hereby consents to the continuing jurisdiction of the Bankruptcy Court to resolve any disputed Set Off Claim.

  • If the parties cannot reach an agreement regarding the disputed Set Off Claim within thirty (30) days after Prosoft notifies VCampus that it disputes the Set Off Claim, either party may submit such disputed Set Off Claim to the Bankruptcy Court for resolution as a contested matter under the Bankruptcy Code.

  • The Stockholder Representative shall have ten (10) days following receipt of such Set Off Claim Notice to notify Parent that it disputes the claims that are the subject of the proposed Right of Set Off.

  • Buyer shall wire transfer $100,000 (the "Escrowed Amount") to the Escrow Agent at the Closing, to be held pending the exercise of any Set Off Claim by Buyer pursuant to Section 8(f) below.

  • In the event Stockholder Representative does not so timely and properly dispute such claims, then Parent Indemnitees shall be entitled to immediately set off any and all Losses that are the subject of such Set Off Claim Notice against any and all Milestone Payments, whether then due or not, in each case to the extent of the amounts set forth in the Set Off Claim Notice.

  • Finally, VCampus hereby acknowledges and agrees that the Noteholders, as the holders of the Notes, shall be entitled to dispute and contest any Set Off Claim to the same extent as Prosoft is so entitled to dispute and contest the same under Sections 2.3 and/or 2.4 of the Acquisition Agreement.

  • Notwithstanding S ection 8.3(a), such Set Off Claim Notice shallsummarize the claim or claims for which such Parent Indemnitees then propose a Right of Set Off and a good faith estimate of the amount then proposed to be set off pursuant to such Right of Set Off.

  • Any shares of Parent Common Stock that are part of a Milestone Payment subject to this S ection 8.7 shall be valued based on the Ten-Day Average for purposes of equating such shares to the amounts claimed in a Set Off Claim Notice.


More Definitions of Set Off Claim

Set Off Claim shall have the meaning set forth in Section 8.4.
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Set Off Claim means a claim by the Purchaser to make a deduction or withholding from the Retention Sum pursuant to clause 11 being a relevant claim for the purposes of Schedule 9 and for the avoidance of doubt there may be any number of Set Off Claims in respect of the Retention Sum provided that such claims do not in aggregate exceed $375,000;
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Set Off Claim has the meaning set forth in Section 7(f).
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Related to Set Off 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;

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

  • Set-off means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

  • 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.

  • 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;

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

  • Allowed Claim means an Allowed Claim of the type described.

  • Unsecured Claim means a Claim that is not an Administrative Claim, a Priority Tax Claim, a Priority Claim, or a Secured Claim.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • Allowed Secured Claim means all or that portion of a Secured Claim which is an Allowed Claim.

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.

  • Intercompany Claim means any Claim held by a Debtor against another Debtor.

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

  • 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.

  • 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.

  • 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

  • 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.

  • Administrative Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Effective Date of preserving the Estates and operating the Debtors’ businesses; (b) Allowed Professional Fee Claims; and (c) all payments afforded administrative expense treatment under the Backstop Agreement.

  • Cure Claim means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

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

  • Released Plaintiff Claims means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, counterclaims, offsets, issues, and controversies of any kind, nature, or description whatsoever, whether accrued or unaccrued, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether based on state, local, federal, statutory, regulatory, common, or other law or rule, including known claims and Unknown Claims, that (a) were asserted in the Derivative Matters, or (b) Plaintiffs (individually or derivatively on behalf of AMC) or AMC ever had, now have, or hereafter can, shall, or may have that, in full or in part, concern, relate to, arise out of, or are in any way connected to the claims, allegations, transactions, facts, circumstances, events, acts, disclosures, statements, representations, omissions, or failures to act alleged, set forth, referred to, or involved in the Derivative Matters. For the avoidance of doubt, the Released Plaintiff Claims shall not include any claims to enforce the Stipulation or the Settlement.

  • Other Priority Claim means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Asbestos claim means any claim, wherever or whenever made, for damages, losses, indemnification, contribution, or other relief arising out of, based on, or in any way related to asbestos, including:

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Disputed Claim means any Claim that is not Allowed.