SPA Claim definition

SPA Claim is defined in clause 19.1;
SPA Claim means a claim pursuant to the terms of this Agreement which is not a Claim or a Tax Covenant Claim.
SPA Claim means any claim arising out of or in connection with this Agreement and/or the Acquisition Documents; "Strategic Companies Law" Federal Law of the Russian Federation No. 57-FZ dated April 29, 2008, On the Procedure for Making Foreign Investments in Companies Which Are Of Strategic Importance for Ensuring the Country's Defense and State Security (as amended);

Examples of SPA Claim in a sentence

  • In case the Seller and not Telpart defends the SPA Claim under the SPA Indemnification Procedure, the Purchaser may participate, at its own expense, in the defense of such SPA Claim by means of indication of a separate counsel, who may discuss and agree with the Seller’s counsel the strategy for such SPA Claim, unless Telpart does not grant its consent to such participation of the Purchaser, if such consent is required.

  • The Seller shall use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the best possible outcome of the SPA Claim to the extent possible under the SPA Indemnification Procedure.

  • In case Telpart desires to enter into a compromise or a settlement in connection with any SPA Claim that depends on the prior written consent of the Seller, the Seller shall agree with the Purchaser whether such consent shall or shall not be granted to Telpart.

  • Upon the receipt of such notice, the Seller shall immediately address to Telpart a written notice of the assertion of the SPA Claim in order to trigger the indemnification procedure provided for in ARTICLE 8 of the SPA (“SPA Indemnification Procedure”).

  • Settlement of any CTH SPA Claim Value in full by ATT (or Purchaser as the case may be) in accordance with this Clause 7.1 shall be deemed a good discharge of ATT’s obligation to pay the CTH SPA Claim Value to the claimant party pursuant to any CTH SPA Claim.

  • Perhaps, it would depend on the nature of their reaction, but I have no recollection of getting any reaction good, bad or indifferent.

  • In summary, the effect of the Court of Appeal Judgment is to reinstate East Asia’s SPA Claim against the New Cotai Directors.

  • The Court of Appeal also held that it was minded in respect of the SPA Claim to exercise its discretion in favour of not setting aside service of HCA 2189/2009 on the New Cotai Directors who were outside the jurisdiction.

Related to SPA 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;

  • 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;

  • 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;

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

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

  • 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.

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

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

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

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

  • Disputed Claim means any Claim that is not Allowed.

  • 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.

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

  • 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.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Clean Claim means a claim that:

  • D&O Claim means any right or claim of any Person against one or more of the Directors and/or Officers howsoever arising on or before the D&O Bar Date, for which the Directors and/or Officers, or any of them, are by statute liable to pay in their capacity as Directors and/or Officers or which are secured by way of any one of the Directors’ Charges;

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

  • 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.

  • 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.

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • 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.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • 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.

  • Claim Notice has the meaning set forth in Section 8.4(a).