Payable Claims Sample Clauses
The Payable Claims clause defines which claims are eligible for payment under the terms of an agreement. It typically outlines the types of losses, damages, or expenses that can be submitted for reimbursement, and may specify the documentation or procedures required to process such claims. By clearly identifying what constitutes a payable claim, this clause ensures that both parties understand the scope of coverage and helps prevent disputes over what is owed.
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Payable Claims. Any claim for indemnification by Buyer pursuant to Section 10.2(a)(iv) with respect to an IP Claim or [***]* shall be deemed to be “Payable” when any of the following events has occurred:
(i) An IP Claim is settled by Buyer, with the prior written consent of Seller;
(ii) a final judgment, order or award of a court of competent jurisdiction or arbitrator deciding the IP Claim has been rendered, as evidenced by a certified copy of such judgment, order or award, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired; or
(iii) thirty (30) days have elapsed since (A) in the case of an IP Claim, the initial receipt of a Claim Notice by the Seller to which Claim Notice Buyer has not received, on or before that date, a written notice from the Seller disputing the IP Claim in whole or in part and (B) in the case of an [***]*, the receipt by Seller of written notice from Buyer setting forth the nature and amount of the [***]* paid or incurred by Buyer with reasonable supporting detail. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Payable Claims. Any claim for indemnification by Buyer pursuant to Section 10.2(a)(iv) with respect to an [***]* or [***]* shall be deemed to be “Payable” when any of the following events has occurred:
(i) An [***]* is settled by Buyer, with the prior written consent of Seller;
(ii) a final judgment, order or award of a court of competent jurisdiction or arbitrator deciding the [***]* has been rendered, as evidenced by a certified copy of such judgment, order or award, provided that such judgment, order or award is not appealable or the time for taking an appeal has expired; or
(iii) thirty (30) days have elapsed since (A) in the case of an [***]*, the initial receipt of a Claim Notice by the Seller to which Claim Notice Buyer has not received, on or before that date, a written notice from the Seller disputing the [***]* in whole or in part and (B) in the case of an [***]*, the receipt by Seller of written notice from Buyer setting forth the nature and amount of the [***]* paid or incurred by Buyer with reasonable supporting detail. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Payable Claims. Notwithstanding anything contained in this Agreement to the contrary, any indemnity claim made by Parent and/or the Surviving Corporation that has been Definitively Resolved (as defined below) is referred to herein as a “Settled Claim.” For purposes hereof, a “Payable Claim” shall mean (a) a Settled Claim only in the event and to the extent that (i) such Settled Claim exceeds the De minimis Amount (provided that if a Settled Claim exceeds the De minimis Amount, Parent shall be entitled to indemnification for all Losses relating to such Settled Claim in excess of the Basket Amount) and (ii) the amount of Losses related to such Settled Claim, together with the accumulated amount of Losses (each in excess of the De minimis Amount; provided that if a Settled Claim exceeds the De minimis Amount, all Losses relating to such Settled Claim shall be included in determining whether the Basket Amount has been exceeded) related to all previously Settled Claims exceeds the Basket Amount; or (b) a Settled Claim that exceeds the De minimis Amount and arises from breaches of Sections 6.1, 6.2, 6.3 and/or 6.4(a), above. For purposes hereof, any claim for indemnification hereunder shall be deemed to have been “Definitively Resolved” when any of the following events has occurred:
(a) a claim is settled by mutual agreement of Parent, the Surviving Corporation and the Shareholder Representatives, a settlement is reached by the Shareholder Representatives pursuant to the second sentence of Section 10.3(b)(i), above, or a settlement is reached by Parent and/or the Surviving Corporation pursuant to Section 10.3(b)(iii), above;
(b) a final judgment, order or award of a court of competent jurisdiction or arbitrator deciding such claim has been rendered, as evidenced by a certified copy of such judgment, provided that such judgment is not appealable or the time for taking an appeal has expired; or
(c) thirty (30) days have elapsed since the Shareholder Representatives’ initial receipt of a Claim Notice and neither Parent nor the Surviving Corporation has received, on or before that date, a written notice from the Shareholder Representatives disputing such claim in whole or in part.
Payable Claims. Claims for health benefits submitted by a Participant, or on a Participant's behalf, deemed to be payable in accordance with the terms of the Plan, by either the PACE, by an Independent Review Organization ("IRO") (where said determination is binding in accordance with applicable law), and/or deemed payable by a court of competent jurisdiction. The Phia Group is not and shall not be held responsible, financially or otherwise, for payment of Payable Claims. Client and its Plan(s) shall be financially responsible for Payable Claims.