Unresolved Claims Clause Samples

Unresolved Claims. Any Claims or disputes arising out of this Contract which are not resolved by the parties after a reasonable period, may be pursued in accordance with Article 22 hereof. Contractor shall identify in Contractor’s Applications for Progress Payment and Application For Final Payment any such Claims which remain unresolved.

Unresolved Claims. (a) If an Unresolved Claim is adjudicated on, finalised or settled in favour of the Purchaser, the Purchaser may set off against and deduct from the Escrow Amount the amount payable to the Purchaser under that agreement, compromise, settlement, judgment or award, including any costs reasonably incurred by the Purchaser in resolving such Unresolved Claim (Agreed Unresolved Claim Amount). (b) Within five Business Days of all Unresolved Claims being adjudicated on, finalised or settled: (i) if the aggregate of all Agreed Unresolved Claim Amounts is less than the Escrow Amount remaining after deduction of all of the Agreed Unresolved Claim Amounts (Remaining Escrow Amount), the Purchaser must immediately pay the difference to the Vendors in their Respective Proportions; (ii) if the aggregate of all Agreed Unresolved Claim Amounts is equal to the Remaining Escrow Amount, then no payment is required under this clause 4; and (iii) if the aggregate of all Agreed Unresolved Claim Amounts is greater than the Remaining Escrow Amount, without limiting any other rights or remedies of the Purchaser, the Vendors must immediately pay the difference to the Purchaser.

Unresolved Claims. If at any time prior to the Release Date, Buyer shall deliver written notice to the Escrow Agent of claims for indemnification pending pursuant to Section 10 of the Purchase Agreement that have not yet been reduced to a Final Determination (“Unresolved Claims”), indicating in such notice the amount(s) of such claims, the Escrow Agent shall reserve such amount(s) in the Escrow Fund and not distribute such reserved amount(s) unless and until it receives a Payment Notice pursuant to Section 5(a) hereof, or a Joint Direction pursuant to Section 5(e) hereof.

Unresolved Claims. “Unresolved Claims” shall mean the aggregate amount of the Claimed Amounts and Contested Amounts associated with all claims contained in Notices of Indemnification Claim that have not been finally resolved and paid prior to the Expiration Date in accordance with Section 7.

Unresolved Claims. There are no unresolved claims, complaints, notices or requests for information received by the Company or any Subsidiary with respect to any alleged material violation by the Company or any Subsidiary of any Environmental Laws with respect to the Mineral Properties, and to the knowledge of the Company, none that are threatened or pending; and to the knowledge of the Company no conditions exist in respect of the Mineral Properties which, with the passage of time, or the giving of notice or both, would give rise to liability under Environmental Laws that, individually or in the aggregate, has or would have a Material Adverse Effect.

Unresolved Claims. Any Claim or portion of a Claim which is disputed in a Counter Notice shall be resolved in accordance with Section 7, and, pending such resolution, shall be referred to as "Unresolved." The entire amount of any Claim shall be deemed "Unresolved" between the date of the Notice setting forth such Claim, and (i) the date on which a Counter Notice is delivered in respect of such Claim, and (ii) the last date on which a Counter Notice may be delivered in respect of such Claim under Section 6.2, whichever is earlier.

Unresolved Claims. The term "Unresolved Claims" shall mean any claim or request made pursuant to the Merger Agreement against the Escrow Indemnity Funds in accordance with the Merger Agreement and Section 2.4 below, until such time as such claim or request has been paid in full or otherwise fully settled, compromised or adjusted by Acquiror, the Agent and the Escrow Agent or by a final order of a court of competent jurisdiction resolving such claim, from which no appeal is or can be taken.

Unresolved Claims. Notwithstanding Section 5(b), if Buyer has, prior to the Termination Date, delivered to the Escrow Agent a copy of any Indemnification Certificate with respect to which the Escrow Agent has not received a written instrument or court order described in clauses (i) or (ii) of Section 5(a) stating that the claim covered thereby has been resolved (such Indemnification Certificates, “Unresolved Indemnification Certificates”), the Escrow Agent shall retain in escrow after the Termination Date an amount equal to the aggregate amount of Losses covered by such Unresolved Indemnification Certificates. Any funds so retained in the Escrow Account shall be disbursed only in accordance with the terms of clauses (i) or (ii) of Section 5(a).

Unresolved Claims. Notwithstanding the foregoing, in the event that FTB or FTBR has made a claim(s) for any Funds as of the end of the 90 Day Period and such claim(s) remain(s) unresolved as of the end of the 90 Day Period ("Unresolved Claim") and such Unresolved Claim is less than the Funds, then at the end of such 90 Day Period, the Escrow Agent will release only that portion of Funds which equals the difference between the Funds and the amount of the Unresolved Claim.