Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. During the twenty (20) Business Day period commencing upon receipt by the Indemnitor of a Claim Notice, the Indemnitor may deliver to the Indemnitee a written response (the “Response Notice”) in which the Indemnitor: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a reasonable description of the facts and circumstances supporting the Indemnitor’s position that only a portion of the Claimed Amount is owed to the Indemnitee, or that the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IX. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice is referred to as the “Contested Amount.”

Dispute Procedure. During the twenty thirty (2030) Business Day day period commencing upon receipt by delivery on the Indemnitor Notice of Claim (the “Dispute Period”), on behalf of an Indemnitee, to the Indemnifying Party and the Escrow Agent (during the Escrow Period) of a Notice of Claim Notice, (the Indemnitor “Response Period”) the Indemnifying Party may deliver to the Indemnitee notifying party and the Escrow Agent (during the Escrow Period) a written response (the “Response Notice”) in which the IndemnitorIndemnifying Party: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed owing to the Indemnitee. If the Response Notice is delivered in accordance with clause (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a reasonable description of the facts and circumstances supporting the Indemnitor’s position that only a portion of the Claimed Amount is owed to the Indemnitee, or that the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IX. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed owing to the Indemnitee pursuant to the Response Notice is referred to as shall be the “Contested Amount.” If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) prior to the expiration of the Dispute Period, then the Indemnifying Party shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee (“Deemed Acceptance”).

Dispute Procedure. During the twenty (20) Business Day period commencing upon receipt by the Indemnitor Shareholders’ Representative of a Claim NoticeNotice (the “Dispute Period”), the Indemnitor Shareholders’ Representative may deliver to the Indemnitee a written response (the “Response Notice”) in which the IndemnitorShareholders’ Representative: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii) )” or “(iii) )” of the preceding sentence, the Response Notice shall also contain a reasonable brief description of the facts and circumstances supporting the IndemnitorShareholders’ Representative’s position claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, or that as the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IXcase may be. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Indemnitee’s Claim Notice is being referred to as the “Contested Amount”.”

Dispute Procedure. During the twenty (20) Business Day day period commencing upon receipt by the Indemnitor date that notice is deemed duly given pursuant to ‎Section 12.06 to the Shareholders Representative of a an Officer’s Claim NoticeCertificate (the “Dispute Period”), the Indemnitor Shareholders Representative may deliver to the Indemnitee Purchaser a written response (the “Response Notice”) in which the IndemnitorShareholders Representative: (i) agrees that the full Claimed Amount is owed to the IndemniteePurchaser Indemnified Party; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the IndemniteePurchaser Indemnified Party; or (iii) indicates that no part of the Claimed Amount is owed owing to the Indemnitee. If the Response Notice is delivered in accordance with clause (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a reasonable description of the facts and circumstances supporting the Indemnitor’s position that only a portion of the Claimed Amount is owed to the Indemnitee, or that the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IXPurchaser Indemnified Party. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed owing to the Indemnitee Purchaser Indemnified Party pursuant to the Response Notice is referred to as shall be the “Contested Amount”. If a Response Notice is not duly given to the Purchaser prior to the expiration of the Dispute Period, then the Shareholders Representative shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Purchaser Indemnified Party.”

Dispute Procedure. During the twenty thirty (2030) Business Day days' period commencing upon receipt by the Indemnitor of a date that an Officer's Claim NoticeNotice (the “Initial Claim Review Period”) is deemed duly delivered pursuant to clause (a) above to the Holder Representative, the Indemnitor Holder Representative may deliver to the Indemnitee Purchaser Indemnified Party a written response (the “Response Notice”) in which the IndemnitorHolder Representative either: (i) agrees that the full Claimed Amount is owed to the IndemniteePurchaser Indemnified Party; or (ii) agrees that parta portion, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the IndemniteePurchaser Indemnified Party; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a reasonable description of the facts and circumstances supporting the Indemnitor’s position that only a portion of the Claimed Amount is owed to the Indemnitee, or that the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IXPurchaser Indemnified Party. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed to the Indemnitee Purchaser Indemnified Party pursuant to the Response Notice is shall be referred to as the a “Contested Amount”. During the Initial Claim Review Period, Purchaser, the Company and their respective Representatives shall provide reasonable assistance and access to documentation to the Holder Representative (provided that such access shall not result in any breach of confidentiality or regulatory obligations of the Purchaser); provided that the Purchaser may require that the applicable Representative executes reasonable confidentiality agreement as a condition to disclosure of any information.”

Dispute Procedure. During the twenty ten (2010) Business Day period commencing upon receipt by the Indemnitor Seller of a Claim NoticeNotice (the “Dispute Period”), the Indemnitor Seller may deliver to the Indemnitee a written response (the “Response Notice”) in which the IndemnitorSeller: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii) )” or “(iii) )” of the preceding sentence, the Response Notice shall also contain a reasonable brief description of the facts and circumstances supporting the IndemnitorSeller’s position claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, or that as the Indemnitee is not entitled to indemnification, compensation or reimbursement under this ARTICLE IXcase may be. Any Claim that is disputed pursuant to the Response Notice is referred to as a “Contested Claim” and any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Indemnitee’s Claim Notice is being referred to as the “Contested Amount”.”