Customer Claims definition

Customer Claims means, collectively, (i) the Unfiled Customer Claims, and (ii) the Filed Customer Claims.

Customer Claims has the meaning specified in Section 3.20(b).

Customer Claims means any amounts, actually paid by the Company or its Affiliates to third parties in respect of valid claims by customers of Citadel, Lucent or their respective affiliates, arising out of or in connection with the Citadel Litigation, the Matrixx Litigation and any of the matters that are referred to in the Complaints; provided, however, that to the extent third-party claims have been paid prior to February 15, 2018, such third-party claims shall not constitute Customer Claims; provided, further, that a claim shall not be considered a Customer Claim unless (i) the Company has established a reserve with respect to such Customer Claim in accordance with GAAP applied in accordance with past practices of the Company or (ii) an accounting firm reasonably and mutually acceptable to both the Company and the Committee has validated such claim as a valid claim, the treatment of which is consistent with past practices of the Company (as of the date of the Merger Agreement), and the amount considered a Customer Claim shall not exceed the amount reserved by the Company or so validated by such accounting firm, it being understood that all fees and expenses of such accounting firm shall be “Claims Expenses” and shall promptly be paid from the Escrow Account.

Examples of Customer Claims in a sentence

• We shall cooperate with you in the adjustment of Customer Claims, but we retain the right to adjust Customer Claims on Factor Risk Accounts directly with customers, upon such terms as we in our sole discretion may deem advisable.

• You also warrant and represent that: your customers have accepted the goods or services and owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account, other than as to returns and allowances as provided in section 8 below (the foregoing being referred to in this Agreement as "Customer Claims").

• You shall notify us promptly of any matter affecting the value, enforceability or collectability of any Account and of all Customer Claims, returns and rejections.

• The level of Customer Claims for the period since December 31, 1998 through the date hereof is consistent (plus or minus 5%) with past practices of the Company for the comparable period in 1998.

• The Company shall at the request of the Indemnitor from time to time notify the Indemnitor regarding the status, including any significant developments, with respect to Ordinary Course Customer Claims (or related regulatory investigations) the defense of which is being conducted by the Company.

More Definitions of Customer Claims

Customer Claims means: an unsatisfied claim for economic loss from a

Customer Claims means either (a) any claims, demands, actions, causes of action or Proceedings asserted or threatened to be asserted by, on behalf of or with respect to any person that is a customer of the Acquired Business as of the Effective Time (an "Acquired Business Customer"), regardless of whether such claim is asserted under any breach of contract, breach of warranty, products liability, strict liability or other theory, with respect to or arising out of any agreement, contract, commitment, liability or obligation to the Acquired Business Customer as of the Effective Time, including without limitation (i) claims with respect to any hardware, software, databases or services sold, leased, licensed or otherwise provided to the Acquired Business Customer prior to the Effective Time, (ii) claims relating to the failure any of Seller Distributed Software or Third Party Distributed Software or any other hardware, software, databases sold, leased, licensed or otherwise provided to the Acquired Business Customer prior to the Effective Time to be "millennium compliant", "year 2000 compliant", or "year 2000 qualified" or otherwise process, function, accept, store, display or operate without error or interruption in respect of dates before or after January 1, 2000, or to operate continuously and without error (including when incorporated with any other products provided by Seller or any other person as part of an integrated system), and (iii) claims related to the disputes identified in Section 6.12(f) of the Disclosure Schedule, or (b) any Losses or other costs incurred by Purchaser or Parent, which, in their reasonable judgment, are necessary to minimize, mitigate or avoid potential claims, demands, actions, causes of action or Proceedings under clause (a) above, including without limitation the cost to cause any of the services or software or hardware referenced in clause (a) to become "millennium compliant", "year 2000 compliant", or "year 2000 qualified" .

Customer Claims means any and all demands for replacement, refunds, returns or allowances pertaining to products sold or distributed by Seller (other than claims by Buyer against Seller regarding products sold by Seller to Buyer pursuant to this Agreement), without regard to the date of manufacture, shipment or sale of the product. In no event shall a Product Liability Claim constitute a Customer Claim.

Customer Claims is defined in Section ‎2.4(b).

Customer Claims means Claims against the Debtor (including Aetna), for amounts due pursuant to service contracts (or any guaranties related to such service contracts) between the Debtors (and/or their subsidiaries) and those insurance companies, corporate clients and other customers who pay the Debtors and/or their subsidiaries for services, which Claims include, among other charges, profit sharing, reimbursement, performance penalties, retroactive membership adjustments, indemnification and/or other claims for damages and other payments that would be required to be made if such contracts were assumed under section 365 of the Bankruptcy Code. Customer Claims do not include any Aetna Claim or any other Claims related to service contracts have terminated or for which a notice of termination has been received by Magellan or any of its subsidiaries on or prior to the Effective Date.

Customer Claims shall have the meaning set forth in Section 16.10.

Customer Claims has the meaning set forth in Section 17. 2 36