Special Claim definition
Special Claim means any Third-Party Action that (i) involves any possibility of criminal liability or any action by any Governmental Body, (ii) seeks injunctive relief, specific performance or other equitable relief against an Indemnified Party, (iii) involves any customer of Parent, Buyer or their Subsidiaries, or (iv) involves any matter that could have a material precedential effect on an Indemnified Party.
Special Claim means an Outcome claim made by the Provider in exceptional circumstances, such as when a system error occurs with no work around available or when the Department cannot complete an override, which creates a new Outcome record or replaces an existing claim in the
Special Claim means any Third Party Claim with respect to which the Indemnified Party is any one or more of the Purchaser Indemnified Parties and that (1) involves any possibility of criminal liability, (2) involves a material manufacturer supplier of the Business, (3) seeks injunctive relief, specific performance, or other equitable relief, or (4) if determined adversely to any of the Purchaser Indemnified Parties, could (together with all other pending claims) reasonably be expected to result in Losses to the Purchaser Indemnified Parties in excess of the Escrow Funds.
Examples of Special Claim in a sentence
The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party and, except with respect to any Special Claim, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense.
More Definitions of Special Claim
Special Claim means any claim by Client against CMC (including any right of Client to claim indemnification hereunder) arising out of or resulting from:
Special Claim has the meaning set forth in Section 7.2(c)(i).
Special Claim has the meaning specified in Section 12.5(b).
Special Claim means a (i) Fraud Claim, (ii) Parent Claim in respect of a breach of a representation made in Section 3.4 hereof, (iii) Parent Claim in respect of a breach of a representation made in Section 3.14 hereof or (iv) Parent Claim in respect of a breach of a representation made in Section 3.28 hereof.
Special Claim means any Third Person Claim that (i) involves any reasonable possibility of criminal liability or an action by any Governmental Body, in each case, primarily involving the Business (as opposed to other businesses of ▇▇▇▇▇▇▇), (ii) seeks as a remedy the imposition of a material equitable remedy that would reasonably be expected to be binding on the Indemnified Party or (iii) if determined adversely, would likely result in the Indemnified Party(ies) bearing a majority of the reasonably foreseeable Losses and Expenses (after taking into account the limitations in this ARTICLE XII).
Special Claim has the meaning set forth in Section 7.4(b).
Special Claim has the meaning set forth in Section 9.5(a).