Definitively Resolved definition

Definitively Resolved shall have the meaning specified in SECTION 10.11(b) of the Agreement.
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Definitively Resolved shall be defined as set forth in Section 10.7.
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Definitively Resolved means that (a) an Action against Buyer or any ▇▇▇▇▇▇▇ Group Company has been definitively settled or dismissed with prejudice with respect to Buyer and each ▇▇▇▇▇▇▇ Group Company named therein, or (b) Sellers have provided Buyer with an irrevocable guaranty of payment in the form of an irrevocable letter of credit, cash deposit, bank guarantee or other similar liquid and creditworthy security reasonably acceptable to Buyer that may be drawn upon by Buyer at its discretion if required for the purpose of satisfying the full amount of damages being sought by an Action.
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Examples of Definitively Resolved in a sentence

  • Buyer shall have the right to offset any Buyer Indemnification Claims which have been Definitively Resolved in favor of Buyer against amounts due to the Shareholders under the Notes.

  • If such Losses are not liquidated, the Claim Notice shall so state and, in such event, a claim shall be deemed asserted against the Indemnifying Party on behalf of the Claiming Party, but no payment shall be made on account thereof until the claim is Definitively Resolved.

  • Any amounts remaining with the Escrow Agent thereafter shall be released from time to time as and when all remaining Pending Claims to which such funds relate have been Definitively Resolved.

  • Each Settlement Notice shall stipulate the amount(s) to be paid to Buyer or Seller in connection with such Definitively Resolved claim, and copies thereof shall be provided to each of the parties hereunder at the same time it is provided to the Escrow Agent.

  • The Escrowed Shares and the proceeds thereof shall be held in escrow until the Escrow Termination Date; provided, that if any Pending Claims against the Selling Stockholders exist on the Escrow Termination Date, then that number of Escrowed Shares (rounded up to the nearest whole number), as is determined by dividing the amount of such Pending Claim by the Closing Date Price, shall be held in escrow until such Pending Claims have been Definitively Resolved.

  • Definitively Resolved" shall have the meaning specified in SECTION 10.11(b) of the Agreement.


More Definitions of Definitively Resolved

Definitively Resolved with respect to an indemnification claim, shall mean either (i) settled by mutual written agreement of Purchaser and Seller; (ii) a final judgment, court order, or award of a court of competent jurisdiction has been rendered, as evidenced by a certified copy of such judgment, order or award, provided that such judgment, order or award is appealable or the time for taking an appeal has expired; or (iii) thirty (30) days have elapsed since the Indemnifying Party's initial receipt of a claim notice and the Indemnitee has not received, on or before that date, a written notice from the Indemnifying Party disputing such claim in whole or in part.
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