Unresolved Claim Amount definition

Unresolved Claim Amount shall have the meaning set forth in Section 9.3(a).
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Unresolved Claim Amount means the amount of Losses sought with respect to an Unresolved Claim.
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Unresolved Claim Amount shall have the meaning set forth in Section 9.6(a). “[*]” shall have the meaning set forth in Section 5.1(g).
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Examples of Unresolved Claim Amount in a sentence

  • As soon as any such Loss has been resolved, Purchaser shall cause the Agent to deliver to the Seller the remaining amount of the Total Escrow Consideration held in the Indemnification Escrow Fund that is not required to satisfy any other Unresolved Claim Amount.

  • These issues happened one and two years prior to the first issue which is claimed as a detriment.


More Definitions of Unresolved Claim Amount

Unresolved Claim Amount has the meaning given in Clause 5.4.3(b); VATA 1994: Value Added Tax Xxx 0000;
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Unresolved Claim Amount means a Claim Amount, or portion thereof, that is not a Final Claim Amount. [Signature page follows.] The Parties have executed this Agreement as of the date first written above. VICTORY PHARMA, INC. By: Name: Title: XXXXXXXXXXX PHARMACEUTICALS, INC. By: Name: Title: SUNTRUST BANK By: Name: Title: Exhibit D [VICTORY PHARMA, INC.] / [XXXXXXXXXXX PHARMACEUTICALS, INC.] OFFICER’S CERTIFICATE [ ], 2010 Reference is hereby made to that certain Asset Purchase Agreement, dated as of April [_____], 2010 (the “Agreement”), by and between Victory Pharma, Inc., a Delaware corporation (the “Purchaser”) and XxxxxxXxxxx Pharmaceuticals, Inc., a Delaware corporation (the “Seller”). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Agreement. The undersigned hereby certifies that [he]/[she] is the duly appointed, qualified and acting [title] of the [Purchaser]/[Seller] and that [he]/[she] is authorized to execute this Certificate and deliver this Certificate to the [Seller]/[Purchaser]. The undersigned hereby further certifies, pursuant to Section [2.2(a)(v)]/[2.2(b)(iv)] of the Agreement, in [his]/[her] corporate capacity and not in [his]/[her] individual capacity, as follows:
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Unresolved Claim Amount means, as of the applicable date of determination, the aggregate amounts reserved and withheld from distribution to the Paying Agent (on behalf of the former Stockholders and Option Holders) sufficient to cover any Parent Losses that are reasonably likely to result from such unresolved or unpaid Claims for indemnification by any Parent Indemnified Parties, in each case for which a Parent Indemnified Party has given notice to the Escrow Agent and the Stockholder Representative pursuant to the terms of this Agreement and the Escrow Agreement.
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Unresolved Claim Amount means the aggregate amount of all Set-Off Amounts claimed by the Buyer Indemnified Parties which have not been agreed to by the Seller and that have been properly asserted in accordance with this Agreement as of the applicable date. At any time following the maturity of the Seller Note, upon request of the Seller, the Buyer shall transmit the Unresolved Claim Amount to a mutually agreeable escrow agent (the “Escrow Agent”) by wire transfer of immediately available funds, to be held by the Escrow Agent pursuant to the terms of a mutually agreeable escrow agreement, between Buyer and the Seller (the “Escrow Agreement”), which such Escrow Agreement will provide for distribution of all or the applicable portion of the Unresolved Claim Amount upon the final resolution of each applicable unresolved Set-Off Amounts pursuant to (a) joint written instructions executed by the parties thereto or (b) a certified copy of a final non-appealable order or judgment of a court of competent jurisdiction determining the rights of the Buyer, on the one hand, and Seller, on the other hand, and accompanied by a written certification from the instructing party attesting that such order is final and not subject to further proceedings or appeal. No interest on any Unresolved Claim Amount or Set-Off Amount shall continue to (i) accrue after the Unresolved Claim Amount is transferred to the Escrow Agent or (ii) accrue or be payable until the associated claim has been finally resolved; provided however, upon such final resolution, Seller shall be entitled to receive from Buyer, an amount, if any, equal to the interest that would otherwise have been paid under the Seller Note for the period beginning on the date on which the Buyer first asserted the respective Set-Off Amount through the date on which Buyer transferred such funds to the Escrow Agent, with respect to the portion of the Unresolved Claim Amount and/or Set-Off Amount that is finally determined or mutually agreed that the Seller is entitled to. If applicable, the fees and expenses of the Escrow Agent shall be borne one-half by the Seller and one-half by Buyer.
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Unresolved Claim Amount means the aggregate amount of Losses as of a date sought by the Parent Group Members with respect to all unresolved indemnification claims in accordance with Article IX (other than a claim pursuant to Section 9.02(a)(vi)). The parties hereof shall give any written instructions to the Escrow Agent that may be required to effect any release of all or any portion of the Escrow Funds if and to the extent that such release is required pursuant to, and in accordance with, any of the provisions of this Agreement or the Escrow Agreement. Any disbursement to the Company Stockholders pursuant to this Section 2.02(a) shall be made on a pro rata basis, based on the percentage of the Merger Consideration to which each such Company Stockholder is entitled (the “Pro Rata Percentage”), as set forth in Section 3.03(d) of the Company Disclosure Schedule. Any claim against the Escrow Funds under this Agreement or the Escrow Agreement, and the amount asserted for such claim, shall be made in good faith and based upon a reasonable belief that the party making the claim against the Escrow Funds is entitled to make a claim in the amount asserted.
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Related to Unresolved Claim Amount

  • 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;

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

  • Claim Amount means the amount calculated in accordance with Section 6.2 of this Policy.

  • Deficiency Claim Amount has the meaning set forth in Section 5.5(a).

  • Disputed Claims Reserve means a reserve of Cash that may be funded on or after the Effective Date pursuant to Article VII.E hereof.

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Disputed Claim means any Claim that is not Allowed.

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Deficiency Claim Date means, with respect to any Distribution Date, the fourth Business Day immediately preceding such Distribution Date.

  • Claims Objection Deadline means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of the deadline to object to Claims or Interests.

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Claims Objection Bar Date means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Bankruptcy Court for objecting to Claims.

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Covered claim means the following:

  • 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.

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

  • Settled Claims means any and all claims, debts, demands, rights or causes of action, suits, matters, and issues or liabilities whatsoever (including, but not limited to, any claims for damages, 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 un-matured, whether class or individual in nature, including both known claims and Unknown Claims, (i) that have been asserted in any of the Nortel II Actions against any of the Released Parties, or (ii) that could have been asserted in any forum by the Class Members in the Nortel II Actions, or any of them, against any of the Released Parties, that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Nortel II Actions and that relate to the purchase of Nortel common stock or call options or the sale of Nortel put options during the Class Period or (iii) any oppression or other claims under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions, set forth or referred to in the Nortel II Actions. Settled Claims does not mean or include claims, if any, against the Released Parties arising under the United States Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (“ERISA”) that are not common to all Class Members and which ERISA claims are the subject of an action pending before the Judicial Panel on Multidistrict Litigation, denominated In re Nortel Networks

  • Indemnity Escrow Amount means $3,000,000.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph C.13 and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide. 4. Starting an Arbitration: Arbitration may be elected by any party with respect to any Claim, even if that party has already initiated a lawsuit with respect to a different Claim. Arbitration is started by giving a written demand for arbitration to the other party. We will not demand to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any. But if that Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration. 5. Choosing the Administrator: "Administrator" means the American Arbitration Association ("AAA"), 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxx.xxx; JAMS, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xxx.xxxxxxx.xxx; or any other company selected by mutual agreement of the parties. If both AAA and JAMS cannot or will not serve and the parties are unable to select an Administrator by mutual consent, the Administrator will be selected by a court. The arbitrator will be appointed by the Administrator in accordance with the rules of the Administrator. However, the arbitrator must be a retired or former judge or a lawyer with at least 10 years of experience. You get to select the Administrator if you give us written notice of your selection with your notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim (or, if you dispute our right to require arbitration of the Claim, within 20 days after that dispute is finally resolved). If you do not select the Administrator on time, we may do it. Notwithstanding any language in this Arbitration Provision to the contrary, no arbitration may be administered, without the consent of all parties to the arbitration, by any Administrator that has in place a formal or informal policy that is inconsistent with the Class Action Waiver. 6.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Claims Bar Date Order means that certain order entered by the Bankruptcy Court establishing the Claims Bar Date.

  • Approved Claim means a Claim Form submitted by a Settlement Class Member that: (a) is submitted timely and in accordance with the directions on the Claim Form and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a Settlement Class Member with all of the information requested in the Claim Form; (c) is signed by the Settlement Class Member, physically or electronically; and (d) is approved by the Settlement Administrator pursuant to the provisions of this Agreement.

  • Environmental Defect Value means, with respect to any Environmental Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect in the most cost-effective manner reasonably available, consistent with Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).