Unresolved Escrow Claim definition

Unresolved Escrow Claim is defined in Section 12.8(g)(ii).
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Unresolved Escrow Claim has the meaning set forth in Section 8.10(a) of the Agreement.
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Unresolved Escrow Claim is defined in Section 10.6(c).
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Examples of Unresolved Escrow Claim in a sentence

  • For purposes of this Section 9.4(h), the “Excess Escrow Amount” shall mean the amount (if any) by which the aggregate amount remaining in the Indemnity Escrow Fund, including any interest accrued or income otherwise earned thereon, as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the Contested Amounts associated with all other remaining Unresolved Escrow Claims.

  • For purposes of this Section 6.4, the “Excess Escrow Amount” shall mean the amount (if any) by which the aggregate amount remaining in the Escrow Fund as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the Contested Amounts associated with all other remaining Unresolved Escrow Claims.

  • The “Excess Escrow Amount” shall mean the amount (if any) by which the aggregate amount remaining in the Indemnity Escrow Fund as of the date of resolution of such Unresolved Escrow Claim (after giving effect to any amount that has been or will be released to the Buyer Indemnitee pursuant to Section 3(a)(v) above) exceeds the aggregate amount of the Contested Amounts and Claimed Amounts associated with all other remaining Unresolved Escrow Claims.

  • Following the Cut-Off Date, if an Unresolved Escrow Claim is finally resolved and instructions and certification if applicable with respect thereto are received pursuant to Section 3(b)(v) above, Escrow Agent shall promptly, and in any event within two (2) Business Days following Escrow Agent’s receipt of such instructions, release the Excess Escrow Amount (defined below) from the Indemnity Escrow Fund to Seller.

  • At the time of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the Escrow Amount Buyer’s portion of the Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company or the Company Shareholders, as the case may be, the balance of the Escrow Amount until the Escrow Amount is exhausted.

  • For purposes of this Section 8.3(h), the “Excess Escrow Amount” shall mean the amount (if any) by which the aggregate amount remaining in the Escrow Fund as of the date of resolution of such Unresolved Escrow Claim exceeds the aggregate amount of the Contested Amounts associated with all other remaining Unresolved Escrow Claims.

  • With respect to any then Unresolved Escrow Claim as of such date, promptly following resolution of any such claim pursuant to the procedures set forth in this Section 4(a), the amount, if any, of such claim which has not been paid to Parent in connection with such resolution, and which would have been paid to the Stockholders if the claim had been resolved prior to the First Release Date, shall be promptly paid by the Escrow Agent to the Stockholders.

  • Section 8.7.6 Following the Expiration Date, if an Unresolved Escrow Claim is finally resolved, the Parent Indemnitee and the Indemnitor shall jointly execute and deliver to the Escrow Agent, within three (3) Business Days after the final resolution of such Unresolved Escrow Claim, a written notice instructing the Escrow Agent to make payments, if any, from the Indemnity Escrow Fund consistent with such resolution.

  • At the time of the final settlement or determination of any Unresolved Escrow Claim (or any reduction in the amount asserted as Loss), the Escrow Agent shall pay to Buyer from the Escrow Amount Buyer’s portion of the Escrow Amount applicable to such Unresolved Escrow Claim in accordance with said final settlement or determination and pay over to the Company the balance of the Escrow Amount until the Escrow Amount is exhausted.

  • The Escrow Funds retained for an Unresolved Escrow Claim shall be released by the Escrow Agent (to the extent not utilized to pay a Buyer Indemnified Party for any such claims resolved in favor of a buyer Indemnified Party) to Seller upon the resolution of such Unresolved Escrow Claim in accordance with this Agreement and the Escrow Agreement.


More Definitions of Unresolved Escrow Claim

Unresolved Escrow Claim has the meaning set forth in Section 9.2(c)(ii).
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Unresolved Escrow Claim means any Claim Notice which has not been paid or otherwise resolved by either (a) a final, non-appealable judgment of a court of competent jurisdiction or (b) an agreement between the Seller Representative and the Purchaser Indemnified Party.
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Unresolved Escrow Claim shall have the meaning given to such term at Section 6.6(g).
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Related to Unresolved Escrow Claim

  • 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).

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

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Unresolved Items shall have the meaning set forth in Section 2.11(e).

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Claims Objection Deadline means the deadline for objecting to a Claim against a Debtor, 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 fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

  • Escrow Cash is defined in Section 4.1(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.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • 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.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

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

  • 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.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

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

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

  • Cure Claim means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

  • 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:

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Disputed Claim means any Claim that is not Allowed.