Unresolved Claim Amount has the meaning specified in Section 8.9(a).
Unresolved Claim Amount has the meaning given in Clause 5.4.3(b); VATA 1994: Value Added Tax Xxx 0000;
Unresolved Claim Amount shall have the meaning set forth in Section 9.3(a).
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.
Any such Unresolved Claim Amount shall be retained pending final resolution of the applicable Unresolved Claim.
Pledgee shall use its best efforts to cause the Value of Collateral owned and pledged hereunder by each Pledgor that may be retained towards the Unresolved Claim Amount by Pledgee under this Section 17 to be equal to the Unresolved Claim Amount multiplied by such Pledgor's Collateral Percentage, as set forth on Schedule I hereto.
More Definitions of Unresolved Claim Amount
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.
Unresolved Claim Amount has the meaning set forth in Section 2.6.
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.
Unresolved Claim Amount means a Claim Amount, or portion thereof, that is not a Final Claim Amount. 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: [ ], 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:
(i) each representation and warranty set forth in [Article 4]/[Article 3] of the Agreement that is qualified by materiality is true and correct as written as of the Execution Date and as of the Closing Date as if made as of the Closing Date, except to the extent that such representation or warranty refers specifically to an earlier date (other than the Execution Date), in which case such representation or warranty is true and correct in all respects as of such earlier date, and (ii) each representation and warranty set forth in [Article 4]/[Article 3] of the Agreement that is not qualified by materiality is true and correct in all material respects as of the Execution Date and as of the Closing Date as if made as of the Closing Date, except to the extent that such representation or warranty refers specifically to an earlier date (other than the Execution Date), in which case such representation or warranty is true and correct in all material respects as of such earlier date; and
2. the [Purchaser]/[Seller] has performed and complied in all material respects with all obligations required by the Agreement to be performed or complied with by it at or prior to the Closing. The undersigned is signing this Officer’s Certificate as of the date first written above. Name: Title:
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).
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.