Contested Items definition

Contested Items has the meaning set forth in Section 2.5(b)(i).
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Contested Items shall have the meaning given to such term in Section 7.3.
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Examples of Contested Items in a sentence

  • There exists no default (or event which, with the giving of notice or passage of time, or both, would result in a default) under the provisions of any instrument or agreement evidencing, governing, securing or otherwise relating to any Debt of any Loan Party or pertaining to any of the Permitted Encumbrances (other than Contested Items) except to the extent that any such failure has been waived or that such failure to comply would not have a Material Adverse Effect.

  • Except for Contested Items, Borrower will duly pay and discharge, or cause to be paid and discharged, the Impositions not later than the earlier to occur of (i) the due date thereof; (ii) the day any fine, penalty, interest or cost may be added thereto or imposed; or (iii) the day any lien may be filed for the nonpayment thereof (if such day is used to determine the due date of the respective item), and Borrower shall deliver to Lender a written receipt evidencing the payment of the respective Imposition.

  • Any disputes (other than Significant Contested Items) not resolved in the monthly review process shall be addressed in the quarterly review process described below; provided, however, that any disputes shall not entitle the Service Recipient to withhold payment of any amounts invoiced unless such withheld amount (i) is being contested in good faith and (ii) is no greater than the amount in excess of the applicable amounts determined by reference to the MSM.

  • In making such calculations, the Dispute Accountants shall consider only the Contested Items.

  • If the Seller Representative and Buyer resolve the Contested Items within such period, the Milestone Period Income Statement and Milestone Period EBITDA (as resolved by the parties) shall be final, conclusive and binding on the parties.

  • Within a further period of thirty (30) days from the end of the aforementioned review period, the Seller Representative, Buyer and their accountants will attempt to resolve in good faith any Contested Items.

  • In making its determination, the Accountants shall only consider the Contested Items that remain in dispute.

  • Each of Borrower, Parent and their Subsidiaries has paid and discharged (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or Properties or other assets that are material in amount (except for Contested Items), and (b) all lawful claims that are material in amount which, if unpaid, could reasonably be expected to result in a Material Adverse Change (except for Contested Items).

  • Promptly, but not later than thirty (30) days after acceptance of their appointment, the Accountants will determine resolution of (based solely on presentations to the Accountants by BU and Santolubes and not by independent review) and will render a report as to the Contested Items and the resulting Revised Closing Date Balance Sheet and Revised Closing Schedule, which report will be conclusive and binding upon BU and Santolubes.

  • There exists no default (or event which, with the giving of notice or passage of time, or both, would result in a default) under the provisions of any instrument or agreement evidencing, governing, securing or otherwise relating to any Debt of any Loan Party or pertaining to any of the Permitted Encumbrances (other than Contested Items) that would result in a Material Adverse Effect on the ability of Borrower to timely satisfy and fulfill Borrower's obligations under the Loan Documents.

Related to Contested Items

  • Contested case means a proceeding defined by Iowa Code section 17A.2(5) and includes any matter defined as a no factual dispute contested case under 1998 Iowa Acts, chapter 1202, section 14.

  • Disputed Items has the meaning specified in Section 2.7(c).

  • Properly Contested means, in the case of any Indebtedness or Lien, as applicable, of any Person (including any taxes) that is not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay same or concerning the amount thereof: (a) such Indebtedness or Lien, as applicable, is being properly contested in good faith by appropriate negotiation, and where appropriate, as determined by Agent in its Permitted Discretion, proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP; (c) the non-payment of such Indebtedness will not have a Material Adverse Effect and will not result in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Indebtedness unless such Lien is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect to property taxes that have priority as a matter of applicable state law) and enforcement of such Lien is stayed during the period prior to the final resolution or disposition of such dispute; (e) if such Indebtedness or Lien, as applicable, results from, or is determined by the entry, rendition or issuance against a Person or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (f) if such contest is abandoned, settled or determined adversely (in whole or in part) to such Person, such Person forthwith pays such Indebtedness and all penalties, interest and other amounts due in connection therewith.

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • Disputed Item has the meaning set forth in Section 2.05(b).