Control Claim definition

Control Claim means any claim arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (a) the Control Documents becoming illegal, void, unenforceable or ineffective, as determined by Avalon in its sole and absolute discretion, under Applicable Law; (b) a competent authority challenging or prohibiting the collection and use of human genetic resources by the Acquired Companies; or (c) any unwinding of the Acquisition under Applicable Law or forced divestiture of the Sen Lang Shares under Applicable Law that frustrates the purpose of the Acquisition.
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Examples of Control Claim in a sentence

  • Each Parent Indemnified Person will be entitled to make a claim against the Indemnification Escrow Amount for any Damages the Claiming Party may suffer to the extent resulting from, arising out of, relating to, in the nature of, or caused by any Parent Control Claim to the fullest extent provided in this Article IX.

  • Stockholders’ Agent may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of, and Parent shall in good faith consider the input of Stockholders’ Agent (or its representatives) with respect to, such Parent Control Claim.

  • Parent shall not consent to the entry of any judgment or enter into any settlement with respect such Parent Control Claim without the prior written consent of the Stockholders’ Agent, which shall not be unreasonably withheld, conditioned or delayed, unless Parent agrees to be fully responsible for such Parent Control Claim.

Related to Control 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;

  • Tax Claim has the meaning set forth in Section 6.05.

  • 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;

  • Relevant Claim means a Warranty Claim or any claim by any Investor for indemnification or pursuant to any other provision of this Agreement.

  • Deficiency Claim means any portion of a Claim (a) to the extent the value of the holder’s interest in Assets securing such Claim is less than the amount of such Claim or (b) to the extent the amount of a Claim is subject to setoff is less than the amount of the Claim, each as determined by § 506(a) of the Bankruptcy Code.