Unsatisfied Escrow Claims definition

Unsatisfied Escrow Claims means as of the date of determination, all claims for indemnification, payment or reimbursement by the Buyer Indemnitees, or any of them, pursuant to Section 9.02 of this Agreement which either (i) were asserted in writing, in good faith, prior to, and are pending on, such date or (ii) have been Finally Determined in favor of the Buyer Indemnitees, or any of them, to the extent such claims (as so Finally Determined) have not been paid from the Escrow Account as of such date.
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Unsatisfied Escrow Claims means the aggregate of any and all claims for indemnification by the Buyer Entities or their Other Indemnified Persons (or any of them) pursuant to Article 8 which either (1) were asserted in writing prior to, and are pending on, the Indemnity Escrow Release Date (the amounts of such claims will be deemed to be (A) the amounts specified in the applicable notices or (B) if not specified in the applicable notices, the amounts later specified in good faith by the applicable Buyer Entity with respect to such claims in writing to the Escrow Agent and the Sellers Agent prior to the Indemnity Escrow Release Date) or (2) have been finally determined in favor of a Buyer Entity or its Other Indemnified Persons (or any of them), but have not been fully paid to such Buyer Entity or its Other Indemnified Persons as of the Indemnity Escrow Release Date.
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Unsatisfied Escrow Claims means the aggregate of any and all claims for indemnification by the Parent Indemnified Parties (or any of them) pursuant to Article VIII which either (i) were properly asserted in writing prior to, and are pending on, the Indemnity Escrow Release Date (the amounts of such claims shall be deemed to be (x) the amounts properly specified in the applicable notices or (y) if not specified in the applicable notices, the amounts later specified in good faith by Parent with respect to such claims in writing to the Escrow Agent and the Representative prior to the Indemnity Escrow Release Date) or (ii) have been finally determined in favor of the Parent Indemnified Parties (or any of them), but have not been fully paid to such Parent Indemnified Parties as of the Indemnity Escrow Release Date.
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Examples of Unsatisfied Escrow Claims in a sentence

  • When no Unsatisfied Escrow Claims remain following the Second Release Date, the Escrow Agent shall promptly disburse to Seller the amounts remaining in the Indemnification Escrow Fund.

  • At any time following the Release Date, to the extent the amount of funds contained in the Indemnity Escrow Account exceeds the Unsatisfied Escrow Claims amount, the excess funds in the Indemnity Escrow Account shall be promptly released to or at the direction of the Seller Representative.


More Definitions of Unsatisfied Escrow Claims

Unsatisfied Escrow Claims means, as of the date of determination, all Unsatisfied Claims arising, or which arose, pursuant to Section 9.2(b)(vi).
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Unsatisfied Escrow Claims means the aggregate amount of any and all claims for indemnification by the Buyer Indemnified Parties pursuant to Section 8.2 that (x) were asserted in good faith by the delivery of a claim notice to the Seller Representative prior to, and are pending on, the Release Date or (y) have been finally determined in favor of the Buyer Indemnified Parties, but which have not been fully paid to such Buyer Indemnified Parties as of the Release Date. Buyer and the Seller Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to make any distributions from the Indemnity Escrow Account provided for herein.
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Unsatisfied Escrow Claims has the meaning provided such term in Section 8.7(d).
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Related to Unsatisfied Escrow Claims

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

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

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • 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.

  • 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.

  • 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;

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

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

  • 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.

  • 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.

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

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

  • 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.

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

  • 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:

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

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • DIP Claims means, collectively, the DIP ABL Claims and the DIP Term Loan Claims.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • 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.