Unresolved Claim definition
Examples of Unresolved Claim in a sentence
If at any time any Unresolved Claim shall be resolved, either by mutual agreement of Buyer, Elite, and the Physicians’ Representatives or pursuant to a final, non-appealable order of a court of competent jurisdiction, Buyer, Elite, and the Physicians’ Representatives shall jointly instruct the Escrow Agent to disburse the funds being held in respect of such Unresolved Claim in accordance with such agreement or court order (as applicable).
For purposes of this Section 1.2(c)(ii), “Unresolved Claim Excess Amount” means the amount (if any) by which the aggregate amount of all Losses specified in any Unresolved Claim exceeds the balance of the Holdback Amount.
That portion of the Holdback Amount retained for each Unresolved Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) the applicable member of the Buyer Group, if applicable, and (ii) Seller with joint escrow instructions pursuant to the Escrow Agreement.
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.
For purposes of this Agreement, (x) an “Unresolved Claim” means a Buyer Indemnification Claim that has been asserted and notified to the Indemnifying Sellers pursuant to an Indemnification Notice but the amount of which has not been fully paid, and (y) the amount of an Unresolved Claim means the amount of such claim remaining subject to dispute.