Material Claim. The term “Material Claim” shall mean any claim or demand by a third party as to which no lawsuit or other legal proceeding has actually been initiated, but only if such claim or demand: (i) seeks monetary payment in excess of Twenty-Five Thousand Dollars ($25,000); (ii) when aggregated with all other claims or demands (if any) within the subject matter of this Section 16, whether such other claims or demands have been resolved or are pending, would cause the total of the amounts paid by or demanded of the indemnified party to exceed One Hundred Thousand Dollars ($100,000); or (iii) would require that Buyer modify, or stop offering or providing, any product or service of Buyer, or would require Buyer to account to the third party, irrespective of whether a monetary payment is specified or the amount of any such monetary payment. The foregoing shall not apply, and there shall be no materiality required, as to any lawsuit or other legal proceeding actually commenced, including, but not limited to, a lawsuit or other legal proceeding based on a claim or demand by a third party the did not qualify as a Material Claim.
Examples of Material Claim in a sentence
No adverse development has occurred with respect to any Material Claim except as disclosed in the SEC Documents filed with the Commission prior to the date of this Agreement.
Except as set forth on Schedule 3.14 attached hereto (a) there is no Material Claim by or against the Company pending or, to the Knowledge of the Company, threatened, and (b) none of the Material Claims referenced in clause (a) above, under any of such policies or binders, has resulted in or involved or involves coverage being questioned, denied or disputed by the carriers or underwriters of such policies or binders.
Escrow Agent hereby acknowledges that it has received from Seller the Material Claim Credit in the amount of [ ($ )] (the “Escrow Funds”).
Material Claim Areas – after rock/granular fill has been won from them.
During the term of this Agreement, Broker will immediately disclose to Lender the initiation or threat of any Material Claim.
More Definitions of Material Claim
Material Claim means any Claim (i) that seeks monetary payment or obligations having a value in excess of $50,000 or (ii) that, when
Material Claim means any claim, event or occurrence which would result in a cost, expense, impairment or diminution in value with respect to the affected asset or the Business of WERCO and the WERCO Subsidiaries in excess of $250,000 or COGC and the COGC Subsidiaries in excess of $500,000 (after taking into consideration insurance recoveries in respect thereof); provided, however, that any actual or prospective change or changes relating to or resulting from any change or changes in the prices of Hydrocarbons, natural declines in well performance, general economic conditions or local, regional, national or international industry conditions (including, without limitation, changes in applicable laws or regulations, and changes in financial or market conditions) shall be deemed not to constitute a Material
Material Claim means, in respect of any single incorrect or inaccurate representation or warranty made by Vendor in this Agreement or any single breach of any single covenant, that there has occurred or there could reasonably be expected to occur, as a result thereof, Losses to Purchaser or the Purchased Entities in excess of U.S.$1,000,000. For purposes of determining whether any single incorrect or inaccurate representation or warranty or any single breach of any single covenant is a Material Claim, Purchaser may aggregate individual Claims, Liabilities or Losses if such Claims, Liabilities or Losses arise out of the same incident, including any single incident, the Loss in respect of which continues over a period of time; provided that incidents of the same kind that occur at different times or at different locations, for purposes of this Section 6.1(a), may not be aggregated.
Material Claim means a claim for which the Purchaser is entitled to indemnification hereunder which relates to any of the following: (i) inaccuracy of Bank Statement Summary Pages or financial Reports provided to the Purchaser, (ii) material inaccuracy in the number of members of the Business as disclosed to Purchaser, (iii) if the aggregate outstanding balance of the Equipment Leases and Specified Debt exceeds $550,000 as of the Closing, or (iv) any claim by a third party which results in the foreclosure or repossession (or attempted foreclosure or repossession) of any of the Subject Assets.
Material Claim means any claim, action of demand for an amount which represents or is reasonably likely to represent Historic Liabilities of more than £1,000,000.