Broker Claim definition

Broker Claim has the meaning set forth in Section 12.01 hereof.
Broker Claim shall include, without limitation, claims by Brokers that such Broker has a right to equity in the Company, either as compensation for past services rendered or otherwise. In the event Buyer receives notice of a Broker Claim, Buyer shall provide the Principal Stockholders with written notice of such Broker Claim within 24 hours of receipt thereof (a "Broker Claim Notice"). Upon receipt of a Broker Claim Notice, the Principal Stockholders shall be solely responsible for the payment of any Losses, including legal fees and other expenses, incurred by Buyer, the Principal Stockholders or the Company in responding to and defending against such Broker Claim ("Broker Losses"). In the event (i) a Broker Loss is paid by Buyer, subject to the right of the Selling Stockholders to receive the Broker Claim Notice, and to dispute, settle, or otherwise dispose of such claims or (ii) a court or arbitrator enters a final and binding judgment against Buyer relating to a Broker Loss, Buyer shall provide written notice of such payment or judgment to the Principal Stockholders ("Broker Loss Notice") and the Selling Stockholders shall, within three business days of receipt of the Broker Loss Notice, remit the full amount of the Broker Loss to Buyer. If the Selling Stockholders do not remit the full amount of the Broker Loss to Buyer within three business days of receipt of the Broker Loss Notice, then Buyer shall send instructions to the Escrow Agent with respect to the withdrawal of Escrow Shares from Escrow Fund II as provided for in the Escrow Agreement.

Examples of Broker Claim in a sentence

  • Each regular, full-time Employee will be granted vacation time based on the hire date of the Employee as follows: At least six (6) months of service up to one (1) year of service - five (5) days.

  • References: For more information about transferring claims folders to another RO, see M21-1MR, Part III, Subpart ii, 5.E.18, or transferring jurisdiction over eFolders in Virtual VA, see the Virtual VA User Guide, or VBMS, see the VBMS job instruction sheet titled Broker Claim.

  • References: For more information about claim jurisdiction and transferring claims folders into and out of an RO, see M21-1MR, Part III, Subpart ii, Chapter 5, or transferring jurisdiction over eFolders in Virtual VA, see the Virtual VA User Guide, or VBMS, see the VBMS job instruction sheet titled Broker Claim.

  • Follow the instructions in theVBMS Job Instruction Sheet – Broker Claim for transferring jurisdiction to the SOJ.

  • The Broker Claim Form and schedule is available from Jacana Minerals’ Share Registry during theOffer Period.

  • In addition, the Basket and the Cap shall not apply to a Fraud Claim, a Broker Claim, a Merger Claim, a Non-Joliet Claim or a 13.16 Claim and none of such claims shall be included in determining whether the aggregate Indemnity Losses equal or exceed the Basket and shall not count against the Cap.

  • Modified list of ―Deliverables‖ and time-line that outlines the development of a quality package of IPC.

  • In the event Buyer receives notice of a Broker Claim, Buyer shall provide the Principal Stockholders with written notice of such Broker Claim within 24 hours of receipt thereof (a "Broker Claim Notice").

  • Follow the instructions in the job instruction sheet titled Broker Claim for transferring jurisdiction to the ROJ.

  • Follow the instructions in the job instruction sheet titled Broker Claim for transferring jurisdiction to the MSC’s RO.

Related to Broker Claim

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Third Person Claim has the meaning specified in Section 11.4(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Holder Indemnified Party is defined in Section 4.1.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.