Outstanding Claim Amount definition
Outstanding Claim Amount means the aggregate amount of Damages (as defined in the applicable Purchase Agreement under which such Claim is being sought) which is set forth in a Claim (as defined below) delivered to the Escrow Agent and the Sellers’ Representative prior to the Escrow Release Date and with respect to which and to the extent that it remains unresolved and no distribution has been made prior to the Escrow Release Date pursuant to this Section 3. Outstanding Claim Amounts shall be distributed to the Sellers and/or to Buyer, as is appropriate, upon the final resolution of such Outstanding Claim Amounts (notwithstanding that such final resolution shall not have occurred until after the Escrow Release Date) as evidenced by (A) joint written instructions from the Sellers’ Representative and Buyer as to the disposition of the Outstanding Claim Amount or (B) an order of a court having jurisdiction over the matter which is final and not subject to further court proceedings or appeal (which shall also be sent to Buyer and Sellers’ Representative, as applicable, by the party providing such final, nonappealable order to the Escrow Agent); provided, however, that any Outstanding Claim Amounts which may be finally resolved in favor of the Sellers prior to the Escrow Release Date shall not give rise to any distribution to the Sellers or the Sellers’ Representative prior to the Escrow Release Date. Upon receipt of any such instructions or order, the Escrow Agent shall disburse an amount of funds equal to the Outstanding Claim Amount in accordance therewith, provided that the Escrow Agent shall at all times hold funds in the applicable sub-Escrow Account which are sufficient to cover the aggregate amount of all then Outstanding Claim Amounts held against such sub-Escrow Account, or if the amount of funds is not then sufficient to cover the aggregate amount of all then Outstanding Claim Amounts held against the applicable sub-Escrow Account, the entire balance of such sub-Escrow Account.
Outstanding Claim Amount means, with respect to each Outstanding Claim, the amount of Indemnifiable Damages claimed by an Indemnified Person pursuant to such Outstanding Claim.
Outstanding Claim Amount has the meaning given in clause 19.6(d);
Examples of Outstanding Claim Amount in a sentence
For purposes of this Agreement, an "Outstanding Claim Amount" means a Claim Amount which is set forth in a BEA Notice with respect to which no disbursement has yet been made; and an "Arbitration Disbursement Order" means a written determination made by the Board (as defined below) with respect to a Claim Amount directing that a disbursement be made from the Escrowed Funds to BEA or (after the Termination Date) Seller, as the case may be.
More Definitions of Outstanding Claim Amount
Outstanding Claim Amount means a Claim Amount which is set forth in a BEA Notice with respect to which no disbursement has yet been made; and an "Arbitration Disbursement Order" means a written determination made by the Board (as defined below) with respect to a Claim Amount directing that a disbursement be made from the Escrowed Funds to BEA or (after the Termination Date) Seller, as the case may be.