Retention Claim definition

Retention Claim means a Claim which has been notified to the Sellers before the Release Date;

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Retention Claim means a Claim pursuant to this Agreement which shall be notified to the Sellers by the Purchaser prior to the Release Date and which shall specify (in reasonable detail) the matter giving rise to the Claim, the nature of the Claim and the amount alleged to be due in respect thereof;

Retention Claim means a General Warranty Claim, a Tax Claim or a claim in relation to a Purchaser Indemnified Matter which has been notified to the Sellers before the Release Date;

Examples of Retention Claim in a sentence

• Each Signatory hereby irrevocably and unconditionally undertakes to pay to the Company amounts equal to any Retention Claim Amount.

• The Company may postpone a Retention Claim Identification Cut-Off Time determined under limb (i) above if that test ceases to be correct.

• The Retention Claim Identification Cut-Off Time relating to such TA Signatory has occurred and has not been postponed to a later date in accordance with Clause 27.

• The Company shall not make a payment at any time to discharge a Retention Claim in respect of an Alleged Amount.

• In respect of each Signatory, the amount of Retention Amount determined by the Company as soon as reasonably practicable following the Retention Claim Identification Cut-Off Time shall notionally be designated as the “Unfunded Retention Amount”.

• If any Disputed Retention Claim is wholly or partly contingent or the Purchaser determines that it is not readily quantifiable, then, for the purposes of this paragraph, the Purchaser may notify its Estimate for that Disputed Retention Claim as a sum in excess of the Retention as at the Release Date.

• III-51 27 Identification of Trust Assets subject to Retention Claim ..........................................

• Notwithstanding the foregoing, if on or prior to 11:59 p.m. Pacific Time on the Retention Escrow Fund Release Date, Parent has given a Retention Claim Notice containing a claim which has not been resolved prior to such date in accordance with Section 4, the Escrow Agent shall retain and safeguard in the Retention Escrow Fund after the Retention Escrow Fund Release Date the full amount of Retention Escrow Shares and Retention Escrow Cash.

• The full amount set forth in any Special Retention Claim Notice shall be deemed an Admitted Liability and a Special Loss in an amount equal to (A) the Special Retention Set Aside minus (B) the amount of all Special Retention Payments released to Parent by the Escrow Agent, and shall not be subject to challenge, dispute or objection by the Representative or the Rights Holders.

• Where the Company is under a fiduciary obligation to account to a person (a “Retention Creditor”) out of Trust Assets for the liabilities of a TA Signatory to that Retention Creditor and the Company is aware of such fact and of a claim (the “Retention Claim”) of a Retention Creditor prior to making any Distribution, then the Company will be entitled to retain from that Distribution an amount (the “Retention Amount”) in respect of that Retention Claim.

More Definitions of Retention Claim

Retention Claim means any claim by the Buyer under the Agreement and the Tax Deed which is required or permitted to be settled out of the sums standing to the credit of the Retention Account from time to time; "Retention Release Date" means the First Retention Release Date, the Second Retention Release Date or the Final Retention Release Date, as the case may be; "Second Retention Release Date" means 36 months after the Completion Date; and "Solicitors" means the Buyer's Solicitors and the Sellers' Solicitors; "Withholding" has the meaning given to it in paragraph 4.3(c) of this schedule "W&I Policy" means a warranty and indemnity insurance policy in respect of the Agreement and the transaction contemplated therein on terms that are satisfactory to the Buyer; "W&I Policy Costs" means the insurance premium payable by the Buyer in respect of the W&I Policy and any costs or expenses reasonably incurred by the Buyer in connection with the W&I Policy including, but not limited to, legal fees, the underwriting fee, and any applicable insurance premium tax; and "W&I Policy Inception Date" means the date that is 90 days following Completion.

Retention Claim means all General Claims, Employment Claims and IT Claims.

Retention Claim has the meaning specified in Section 6.10(a).

Retention Claim means any Claim, any claim under the Deed of Tax Covenant or any claim under the covenant in clause 11.3 below.