Specified Indemnity Claim definition

Specified Indemnity Claim has the meaning set forth in Section 5.3(a).
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Specified Indemnity Claim means a claim pursuant to Section 10.2(a)(ii) with respect to the Retained Liabilities described in Section 2.7(h). The Disputed Amount (if any) will be retained by Purchaser from the Applicable Earn-Out Payment Date until the applicable unresolved or unsatisfied Specified Indemnity Claims are settled or resolved in accordance with this Agreement, in which case the Disputed Amount (or any applicable part thereof) will be, as applicable, paid to Seller in accordance with this Section 2.13 or used to satisfy the indemnification obligations of Seller, as so settled or resolved, under Article X.
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Specified Indemnity Claim has the meaning set forth in Section 5.1(b). “UCC” means the Uniform Commercial Code as in effect from time to time in each State as applicable to the respective actions of Seller relating to the creation, perfection, priority, validity and/or enforcement of the security interest granted by Seller to Purchaser hereunder.
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Examples of Specified Indemnity Claim in a sentence

  • Fur- thermore, we need some way to actually generate accurate power measurements and we need a tool that performs defined actions that consume power.Our tool of choice to measure the power consumption is PowerTutor [20], which was already introduced in the last section.

  • The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying instruments.

  • For the avoidance of doubt, the obligations of Servicer with respect to a Specified Indemnity Claim for which it has elected the Resale Procedure are not satisfied until the applicable Resale Price (together with any due and owed Resale Differential) has been received by the Purchaser (or its designee) by wire transfer into the account Purchase shall specify prior to such sale (or such other payment method reasonably acceptable to Purchaser).

  • Notwithstanding the foregoing, Servicer may only elect to carry out the Repurchase Procedure or the Resale Procedure (1) with respect to a Specified Indemnity Claim and (2) to the extent that any material breach giving rise to such claim has not been cured by Servicer within ninety (90) of receipt of the related Purchaser Claims Notice.

  • As soon as an Outstanding Specified Indemnity Claim is resolved and after such claim is paid from the Specified Indemnity Escrow Account in accordance with such determination, Buyer and Sellers’ Representative shall jointly cause the Escrow Agent to release any and all remaining cash from the Specified Indemnity Escrow Account with respect to such Outstanding Specified Indemnity Claim to the Paying Agent for further distribution to Sellers pro rata in accordance with the Payment Schedule.

  • To the Knowledge of the Seller, there has been no actual or alleged Specified Indemnity Claim and there exist no facts or circumstances that would reasonably be expected to result in a Specified Indemnity Claim.


More Definitions of Specified Indemnity Claim

Specified Indemnity Claim has the meaning set forth in Section 2.13(j) of the Counterparty Agreement, and herein shall be limited to any such claim related to the Purchased Assets or the Earn-Out Product (vorasidenib).
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Related to Specified Indemnity Claim

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Items shall have the meaning assigned to such term in Section 2(b).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Holder Indemnified Party is defined in Section 4.1.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • 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.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Investor Indemnified Party is defined in Section 4.1.