Common use of Claims Disputed by Representative in Part Clause in Contracts

Claims Disputed by Representative in Part. In the event the Representative notifies the Escrow Agent that it disputes part of, but not all of, an Indemnity Claim, the Escrow Agent shall, if the amount is undetermined, retain, or, if the amount is determined, distribute to Parent, the lesser of (i) a number of Escrow Shares having a value (determined in accordance with the last sentence of Section 3.02 hereof) equal to an amount attributable to that portion of the Indemnity Claim which is not disputed by the Representative (together with the value of all securities held in the Escrow Fund which constitutes, or arose in respect of, dividends and distributions on such Escrow Shares) and (ii) the entire Escrow Fund. The Escrow Agent shall not distribute any amount with respect to the balance of the Indemnity Claim except in accordance with the procedures set forth in Section 3.03.