Admitted Liability definition
Examples of Admitted Liability in a sentence
Upon the occurrence of an Admitted Liability, the Indemnifying Party shall promptly pay to the Indemnified Party an amount equal to the Admitted Liability by wire transfer of immediately available funds.
In the event the Rights Holder Representative does not dispute the Claim as set forth in the Claim Notice in a timely manner as set forth in Section 4.03(d) or only disputes a portion thereof, then the amount of the Claim described in the Claim Notice or the portion thereof not disputed shall be deemed to be admitted (the “Admitted Liability”) and Parent shall be entitled to permanently reduce the Escrow Amount by, and receive from escrow, the amount of the Admitted Liability with respect to such claim.
For purposes of this Agreement, the term “Unresolved Claims” shall mean the aggregate amount of all Claims that are the subject of a Claim Notice as of such date, including any Claims for which a Claim Notice has been delivered, but only if and to the extent that such Claims have not resulted in an Admitted Liability or have not become a Resolved Claim as of such date.
If and to the extent that Buyer has not received a Dispute Statement relating to any Claim from the Representative within the period for delivery of the same in accordance with Section 2.8(c) below, then the Representative and Buyer pursuant to joint written instructions shall instruct the Escrow Agent to distribute to Buyer that portion of the Escrow Amount equal to the amount of the Admitted Liability with respect to such Claim.
For purposes of this Agreement, the term “Unresolved Claims” shall mean the aggregate amount of all Claims that are the subject of a timely Claim Notice as of the specified date, including any Claims for which a Claim Notice has been delivered, but only if and to the extent that such Claims have not resulted in an Admitted Liability or have not become a Resolved Claim that has been satisfied in full as of such date.
The full amount set forth in any Special Retention Claim Notice shall be deemed an Admitted Liability and a Special Loss in an amount equal to (A) the Special Retention Set Aside minus (B) the amount of all Special Retention Payments released to Parent by the Escrow Agent, and shall not be subject to challenge, dispute or objection by the Representative or the Rights Holders.
In the event the Representative does not dispute the Claim as set forth in the Claim Notice in a timely manner as set forth in Section 4.4(d), or only disputes a portion thereof, then the amount of the Claim described in the Claim Notice or the portion thereof not disputed shall be deemed to be admitted (the “Admitted Liability”) and Parent shall be entitled to permanently reduce the Escrow Amount by, and receive from escrow, the amount of the Admitted Liability with respect to such claim.
If and to the extent that Parent has not received a Dispute Statement (as defined below) relating to any Claim from the Representative within the period for delivery of the same in accordance with Section 2.2(c) below, then the Holdback Amount shall be reduced by an amount equal to the amount of the Admitted Liability (as defined below) with respect to such Claim.