Specified Claim definition

Specified Claim means any allegation, claim, announcement, finding or determination that the Transaction Documents, Transactions or Seller’s or Newco’s negotiation, performance or disclosure of the Transaction Documents or the Transactions is or might be a breach of the GGL Agreements.

Specified Claim means (a) the civil complaint filed on October 14, 2004 by the Attorney General of the State of New York against the Borrower and Marsh Inc. in the Supreme Court of New York County and the other matxxxx described under the heading "Marsh Related Matters" in Note 13 to the financial statements included in the Borrower's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2004 as filed with the Securities and Exchange Commission ("Note 13"), (b) the civil administrative proceedings by the Securities and Exchange Commission and the Massachusetts Securities Division against Putnam Investments Trust and its Subsidiaries and the other matters xxxxxxbed under the heading "Putnam Matters" in Note 13, (c) the other inquiries and matters, incxxxxxx without limitation those related to Mercer Inc. and its Subsidiaries, described under the headings "Othex Xxxxiries" and "Other Matters" in Note 13, and (d) any claim arising out of, or any action, suit or proceeding filed or threatened against the Borrower or any Subsidiary of the Borrower based on, allegations similar to those set forth in the complaints and other documents filed with respect to the foregoing or related thereto.

Specified Claim. ’ means a claim submitted

Examples of Specified Claim in a sentence

• Within 30 days after the receipt of notice from an Indemnitee in accordance with Section 4.5(a), Parent shall notify the Indemnitee of its election to participate in the defense, compromise and settlement of such Specified Claim.

• Except as otherwise provided in the Insurance Matters Agreement, all fees and expenses related to Parent's participation in the defense, settlement and compromise of any Specified Claim in accordance with this Section 4.5(e) shall be borne by Parent.

• Notwithstanding any provision of this Agreement or any of the other Transaction Documents to the contrary, in the event a claim otherwise subject to arbitration hereunder (a "SPECIFIED CLAIM") arises as a result of a Third Party Claim and such Third Party Claim is asserted in a proceeding before a court or other governmental tribunal, the party to this Agreement in whose favor such Specified Claim arises may, at its option, assert such Specified Claim against a party hereto in such proceeding.

• Accordingly, the withholding of Parent's consent as to any particular Specified Claim shall not be deemed reasonable if Parent does not give due consideration to the total possible financial exposure arising out of such Specified Claim, regardless of whether such exposure would be borne by Parent on the one hand, or Xxxxx Xxxxxxx or any Indemnitee on the other hand.

• For example, Parent must give due consideration to the total possible financial exposure arising out of a Specified Claim even though in the event of an adverse outcome substantially all of the liability would be borne by Xxxxx Xxxxxxx as opposed to Parent as a result of Parent's liability for Specified Claims being limited to $17.5 million.

More Definitions of Specified Claim

Specified Claim means all claims, actions, suits, inquiries or judicial or administrative proceedings directly relating to or arising from the matter described in Schedule 1.1(C) of the Company Disclosure Schedule.

Specified Claim means a claim sub-

Specified Claim has the meaning assigned to such term in Section 4.5(e). "SPECIFIED LIABILITIES" has the meaning assigned to such term in the definition of "Xxxxx Xxxxxxx Liability" above.

Specified Claim means a Claim by Purchaser for (i) breach of a Seller Warranty, or (ii) breach of any undertaking set forth in Clauses 2.1, 10, 13, 14 and 15.1 in this Agreement;

Specified Claim shall have the meaning given to such term in Section 13.8 of this Agreement.

Specified Claim means (a) any claim, complaint, lawsuit, action, administrative or regulatory proceeding, allegation, inquiry, investigation or other matter or contingency (a “Claim”) described or referred to in Note 15 (“Claims, Lawsuits and Other Contingencies”) to the financial statements included in the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 as filed with the Securities and Exchange Commission (“Note 15”) and (b) any other Claim, actual or threatened, against the Borrower or any Subsidiary that arises out of, or is based upon, related to or similar to, any Claims or facts described or referred to in Note 15.

Specified Claim has the meaning set forth on Schedule SC attached hereto.