Unsatisfied Claims definition

Unsatisfied Claims shall have the meaning set forth in Section 10.2(c).

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Unsatisfied Claims means, as of the date of determination, all claims for indemnification, payment or reimbursement by the Purchaser Indemnified Persons, or any of them, pursuant to this Agreement which either (i) were asserted in writing prior to, and are pending on, such date or (ii) have been Finally Determined in favor of the Purchaser Indemnified Persons, or any of them, to the extent such claims (as so Finally Determined) have not been paid by the Significant Shareholder as of such date (whether by reduction of the Holdback Amount or otherwise).

Unsatisfied Claims shall have the meaning set forth in Section 2.4(b).

Examples of Unsatisfied Claims in a sentence

The Buyer shall have the right to setoff, against each Post-Closing Payment, the amount of any Damages with respect to any Resolved But Unsatisfied Claims that the Buyer is entitled to recover under this ARTICLE VI (after giving effect to any applicable limitations provided for in Section 6.5).
Any amount of the Escrow Fund not subject to Unsatisfied Claims as contemplated by this Section 8.3 (the “Remaining Holdback Consideration“) shall be delivered to the Exchange Agent to be distributed to the holders of Company Common Stock and Company Options upon the termination of the Escrow Period.
Upon the satisfaction, settlement or withdrawal of any Unsatisfied Claims or, if failing such satisfaction, settlement or withdrawal, upon the resolution by the courts of all issues referred to them for resolution in respect of any Unsatisfied Claims following the payment to the Buyers (under the Sellers’ Bank Guarantee or otherwise) of amounts that the Parties shall have agreed upon or the courts have determined the Buyers is entitled, the Sellers’ Bank Guarantee shall be released.
As soon as any such claims have been resolved, the Escrow Agent shall deliver to the Exchange Agent to be distributed to the holders of Company Common Stock and Company Options the remaining portion, if any, of the Escrow Fund not required to satisfy any Unsatisfied Claims then pending as additional Holdback Consideration.
Promptly following resolution of all Unsatisfied Claims, Parent and the Stockholders’ Representative will instruct the Escrow Agent to distribute the remainder of the Escrow Fund (if any) to the Escrow Participants, based on each Escrow Participant’s Pro Rata Portion.
Promptly following the termination of the Escrow Period, the Escrow Agent shall distribute any amounts then remaining in the Escrow Fund (less any amount required to satisfy any Unsatisfied Claims) to the Paying Agent for distribution to each Indemnifying Party as set forth in Section 2.4(b).
Promptly following the termination of the Escrow Period, the Escrow Agent shall distribute the Escrow Fund, less any amount required to satisfy any Unsatisfied Claims.
In addition, on April 30, 2008 (the “First Release Date“), Seven Million Five Hundred Thousand Dollars ($7,500,000), less any amounts paid to Parent and the amount of any Unsatisfied Claims asserted by Parent in accordance with this Article VIII since the Closing Date for matters subject to indemnification in favor of a Buyer Indemnified Person under this Article VIII, shall be delivered to the Exchange Agent to be distributed to the holders of Company Common Stock and Company Options.

More Definitions of Unsatisfied Claims

Unsatisfied Claims has the meaning ascribed to it in Section 7.6(c).

Unsatisfied Claims has the meaning set forth in Section 9.5(b).

Unsatisfied Claims has the meaning given to that expression in clause 11.6;

Unsatisfied Claims shall have the meaning set forth in Section 1.6(h).

Unsatisfied Claims has the meaning set forth in Section 4.4(h).