Payment of Claimed Amount. If: (a) the Holder Representative delivers a Response Notice agreeing that the full Claimed Amount is owed to the Indemnitee; or (b) the Holder Representative does not deliver a Response Notice during the Dispute Period, then: (i) in the case of an Escrow Claim (as defined below), Purchaser and the Holder Representative shall, within three Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period (as defined below), jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Claimed Amount to the Indemnitee from the Escrow Fund; and (ii) in the case of a Direct Claim, the Executing Selling Shareholders, subject to the provisions set forth in Section 10.2(e), within 20 days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, pay the Claimed Amount to the Indemnitee.
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Payment of Claimed Amount. If: (a) the Holder Representative delivers Representatives deliver a Response Notice agreeing that the full Claimed Amount is owed to the Purchaser Indemnitee; or (b) the Holder Representative does Representatives do not deliver a Response Notice during the Dispute Period, then: (i) in the case of an Escrow Claim (as defined below), Purchaser and the Holder Representative Representatives shall, within three Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period (as defined below), jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Claimed Amount to the Purchaser Indemnitee from the Escrow Fund; and (ii) in the case of a Direct Claim, the Executing Selling ShareholdersParticipating Rights Holders, subject to the provisions set forth in Section 10.2(e11.02(f), shall, within 20 days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, pay the Claimed Amount to the Purchaser Indemnitee.
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