Amount Claimed definition

Amount Claimed means in respect of any Notified Claim the amount claimed in respect of the relevant Notified Claim;

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Amount Claimed shall have the meaning set forth in art. 2.2.2b of this Agreement.

Amount Claimed has the meaning set forth in Section 7.10(a).

Examples of Amount Claimed in a sentence

• If and to the extent the Amount Approved and/or the Amount Claimed is not fully covered by the set-off and/or Available Escrow Amount, and further earnout payments become due, the same shall apply until the Amount Approved and/or the Amount Claimed are fully off-settable or covered by the Available Escrow Amount; any remaining amount shall immediately be paid to the Escrow Account Closing.

• If the Stockholders’ Representative disagrees with the Amount Claimed, the Stockholders’ Representative may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “Claim Notice of Objection”) (with a copy to the Escrow Agent), which sets forth the Stockholders’ Representative’s objection to the Amount Claimed.

• Buyer and the Stockholders’ Representative shall, during the 30 days following delivery of a Claim Notice of Objection (or any mutually agreed extension thereof), use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to agree upon the disputed Amount Claimed.

• If the Stockholders’ Representative fails to deliver a Claim Notice of Objection within the Review Period, the Stockholders’ Representative and the Stockholders shall be deemed to have accepted the Claim and the Amount Claimed shall be final, conclusive and binding and the Escrow Agent shall be immediately directed by the Buyer and the Stockholders’ Representative to release to the Buyer the Amount Claimed.

• If the Stockholders’ Representative delivers a Claim Notice of Objection to Buyer within the Claim Review Period, and such Claim Notice of Objection shows that only a portion of the Amount Claimed is disputed, then such undisputed portion of the Amount Claimed shall be deemed to have been accepted by the Stockholders and the Escrow Agent shall be immediately directed by the Buyer and the Stockholders to release to the Buyer the undisputed portion of the Amount Claimed.

More Definitions of Amount Claimed

Amount Claimed shall have the meaning set forth in Section 5.9.

Amount Claimed means the aggregate amount of Damages (for the avoidance of doubt, including any Possibly Uninsured Damages) that Purchaser claims to be owing under Section 5.2 at any relevant time; provided, however, that the aggregate amount of Damages (for the avoidance of doubt, including any Possibly Uninsured Damages) that Purchaser claims to be owing under Section 5.2(a)(iv) shall only be included in the Amount Claimed to the extent that such Damages exceed the portion of the Special Escrow Amount remaining in the Special Escrow Account.

Amount Claimed has the meaning set out in clause 7.1.1;

Amount Claimed means the amount referred to as such on the face of this Deed;

Amount Claimed means in respect of any Claim the amount claimed (including costs and expenses incurred) in respect of the relevant Claim;

Amount Claimed shall have the meaning set forth in Section 5.2(a). Appraiser shall have the meaning set forth in Section 2.3.1(d). Base Net Financial Debt shall have the meaning set forth in Section 2.2. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Benefit Plans shall mean the Company’s pension plan Personalvorsorgestiftung der Mepha AG and Patronaler Fonds der MEPHA AG with which Mepha Pharma has entered into affiliation agreements (Anschlussverträge) on April 26, 2007. Best Efforts shall mean the taking of all actions necessary to effect a particular result which shall be assessed in good faith, and executed to the best of a specific Party’s ability and as reasonably expeditiously as possible. Biotan shall have the meaning set forth in the Preamble. Biotan Acquisition Documents shall mean the share purchase agreement dated September 16, 2009, pursuant to which the Company purchased the entire issued share capital of Biotan, together with all other documents and arrangements entered into in connection with such share purchase agreement. Business Association shall mean any corporation, company, association, foundation or other incorporated legal entity (juristische Person) or any general or limited partnership or other non-incorporated organization (Rechtsgemeinschaft) doing business. Business Day shall mean any day other than Saturday or Sunday on which banks are open for business in New York and Zurich. Buyer shall have the meaning set forth on the cover page of this Agreement. Buyer’s Best Knowledge or any similar knowledge qualification relating to the Buyer in this Agreement shall mean the facts actually known by each of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Loic Haméon, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Zomeno. Cap shall have the meaning set forth in Section 10.2.

Amount Claimed has the meaning set out in Clause 3.3.4(a);