Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. During the thirty (30)-day period commencing upon delivery by an Indemnitee to the Securityholders’ Agent of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the Securityholders’ Agent may deliver to such Indemnitee a written response (the “Response Notice”) in which the Securityholders’ Agent: (i) agrees that the full calculated Claimed Amount is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein (or the entire Claimed Amount, if the Securityholders’ Agent asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty twenty (30)-day 20)-day period commencing upon the delivery by an Indemnitee to the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SecurityholdersSellers’ Agent: Representative (or, in the case of an Individual Claim, to the applicable Indemnitor): (i) agrees that the full calculated Claimed Amount is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or, in the case of an Individual Claim, to the applicable Indemnitor) claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty (30)-day 30-day period commencing upon the delivery by an Indemnitee to the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SecurityholdersSellers’ Agent: Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers): (i) agrees that the full calculated Claimed Amount (to the extent actually incurred, paid, accrued, reserved or suffered from time to time, the “Payable Amount”) is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Payable Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or, in the case of (i) an Individual Claim, to the applicable Indemnitor’s or (ii) an Institutional Seller Claim, to the Institutional Sellers’) claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Payable Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) asserts in the Response Notice that no part of the Claimed Payable Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Payable Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) shall be conclusively deemed to have agreed that the full Claimed Payable Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty (30)-day 30) day period commencing upon delivery by an Indemnitee to the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SecurityholdersSellers’ Agent: Representative (or, in the case of an Individual Seller Claim, the applicable Seller): (i) agrees that the full calculated Claimed Amount is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or, in the case of an Individual Seller Claim, the applicable Seller’s) claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty (30)-day 30-day period commencing upon delivery by an Indemnitee to the Securityholders’ Agent Company of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the Securityholders’ Agent Company may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the Securityholders’ AgentCompany: (i) agrees that the full calculated Claimed Amount is owed to such the Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) states indicates that no part of the calculated Claimed Amount is owed to such the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such the Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the Securityholders’ AgentCompany’s claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the Securityholders’ Agent Company asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to before the expiration of the Dispute Period, then the Securityholders’ Agent Company shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.. 60

Dispute Procedure. During the thirty (30)-day 30-day period commencing upon delivery by an Indemnitee to the SecurityholdersSellers’ Agent Representative (or, in the case of a Notice §9.2(b) Claim, to the applicable Seller) of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated a Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SecurityholdersSellers’ Agent: Representative (or, in the case of a §9.2(b) Claim, the applicable Seller): (i) agrees that the full calculated Claimed Amount is owed to such the Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) states indicates that no part of the calculated Claimed Amount is owed to such the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such the Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or, in the case of a §9.2(b) Claim, the applicable Seller’s) claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to before the expiration of the Dispute Period, then the SecurityholdersSellers’ Agent Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller) shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty (30)-day period commencing upon the delivery by an Indemnitee ▇▇▇▇▇▇ (on behalf of any Indemnitee) to the Securityholders’ Agent Representative of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the Securityholders’ Agent Representative may deliver to such Indemnitee Parent a written response (the “Response Notice”) in which the Securityholders’ AgentRepresentative: (i) agrees that the full calculated Claimed Amount is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the Securityholders’ Agent Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee ▇▇▇▇▇▇ (on behalf of any Indemnitee) to the Claimed AmountAmount set forth in one or more additional Notices of Claim, so long as Securityholders’ Agent provided that Parent provides Indemnitee with a reasonable written notice description and explanation of the facts and circumstances giving rise to such updated or modified estimatemodification). If a Response Notice is not received by the Indemnitee Parent prior to the expiration of the Dispute Period, then the Securityholders’ Agent Representative shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the thirty (30)-day 30-day period commencing upon delivery by an Indemnitee Purchaser to the SecurityholdersSellers’ Agent Representative of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative may deliver to such Indemnitee Purchaser a written response (the “Response Notice”) in which the SecurityholdersSellers’ AgentRepresentative: (i) agrees that the full calculated Claimed Amount is owed to such Indemniteethe Purchaser Indemnified Party; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the IndemniteePurchaser Indemnified Party; or (iii) states indicates that no part of the calculated Claimed Amount is owed to such Indemniteethe Purchaser Indemnified Party, including because the Notice of Claim fails to satisfy the requirements thereof under this Agreement. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such the Response Notice shall also contain, to the extent practicable, contain a brief reasonably detailed description of the facts and circumstances supporting the Securityholders’ AgentSeller Representative’s claim that only a portion or no part of the calculated Claimed Amount is owed to the IndemniteePurchaser Indemnified Party, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee Purchaser Indemnified Party pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the IndemniteePurchaser Indemnified Party) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by Purchaser (on behalf of the Indemnitee applicable Purchaser Indemnified Party) to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee Purchaser prior to the expiration of the Dispute Period, then the SecurityholdersSellers’ Agent Representative and Sellers shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the IndemniteePurchaser Indemnified Party.

Dispute Procedure. During the thirty forty-five (30)-day 45)-day period commencing upon the delivery by an Indemnitee to the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) or in the case of a Notice Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitors, of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated a Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, may deliver to such the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SecurityholdersSellers’ AgentRepresentative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor: (i) agrees that the full calculated Claimed Amount is owed to such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) states that no part of the calculated Claimed Amount is owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or, in the case of an Individual Claim, the applicable Indemnitor’s) or, in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor’s, claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.as

Dispute Procedure. During the thirty (30)-day 20-day period commencing upon delivery receipt by the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) of a Claim Notice from an Indemnitee to the Securityholders’ Agent of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), the SecurityholdersSellers’ Agent Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) may deliver to such the Indemnitee a written response (the “Response Notice”) in which the SecurityholdersSellers’ Agent: Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller): (i) agrees that the full calculated Claimed Amount is owed to such the Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) states indicates that no part of the calculated Claimed Amount is owed to such the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such the Response Notice shall also contain, to the extent practicable, contain a brief description of the facts and circumstances supporting the SecurityholdersSellers’ AgentRepresentative’s (or applicable Seller’s) claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein Notice (or the entire Claimed Amount, if the Securityholders’ Agent asserts it is asserted in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.