Common use of Resolution Between the Parties Clause in Contracts

Resolution Between the Parties. If the Holder Representative delivers to the Purchaser Indemnified Party a Response Notice indicating that there is a Contested Amount, the Holder Representative and Purchaser Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If Purchaser Indemnified Party and the Holder Representative resolve such dispute, such resolution shall be binding and a settlement agreement stipulating the amount owed to the Purchaser Indemnified Parties (the “Stipulated Amount”), shall be signed by Purchaser and the Holder Representative, and (i) during the applicable Escrow Period, the Holder Representative shall notify the Escrow Agent thereof, or (ii) after expiration of the applicable Escrow Period, Indemnifying Persons shall within forty-five (45) Business Days following the execution of such settlement agreement pay the Stipulated Amount to the Purchaser Indemnified Parties subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share. If the Holder Representative and Purchaser are unable to resolve the dispute related to the Contested Amount, each of the Holder Representative or the Purchaser may refer to the dispute for resolution in accordance with Section ‎Section 12.06.

Resolution Between the Parties. If the Holder Representative delivers to the Purchaser Indemnified Party a Response Notice indicating that there is a Contested Amount, the Holder Representative and Purchaser Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If Purchaser Indemnified Party and the Holder Representative resolve such dispute, such resolution shall be binding and a settlement agreement stipulating the amount owed to the Purchaser Indemnified Parties (the “Stipulated Amount”), shall be signed by Purchaser and the Holder Representative, and (i) during the applicable Escrow Period, the Holder Representative shall notify the Escrow Agent thereof, or (ii) after expiration of the applicable Escrow Period, Period Indemnifying Persons shall within forty-five fifteen (4515) Business Days calendar days following the execution of such settlement agreement pay the Stipulated Amount to the Purchaser Indemnified Parties subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata ShareParties. If the Holder Representative and Purchaser are unable to resolve the dispute related to the Contested Amount, each of the Holder Representative or the Purchaser may initiate a dispute resolution process (including for the release of funds from the Escrow Fund), and refer to the dispute for resolution arbitration in accordance with Section ‎Section Section 12.06.

Resolution Between the Parties. If the Holder Representative Indemnifying Party delivers to the Purchaser Indemnified Party a Response Notice indicating that there is a Contested Amount, the Holder Representative Indemnifying Party and Purchaser the Indemnified Party (in the case of the Selling Shareholders’ acting by the Selling Shareholders’ Representative) shall attempt in good faith to resolve the dispute related to the Contested AmountAmount (and with due regard to any time limitations imposed on Indemnified Party to initiate any arbitration proceedings). If Purchaser the Indemnified Party and the Holder Representative Indemnifying Party resolve such dispute, such resolution shall be binding and a settlement agreement stipulating the amount owed to the Purchaser Indemnified Parties (the “Stipulated Amount”), shall be signed by Purchaser the Indemnifying Party and the Holder RepresentativeIndemnified Party, and (i) during the applicable Escrow Period, the Holder Purchaser and the Selling Shareholders’ Representative shall notify the Escrow Agent thereof, or (ii) after expiration of the applicable Escrow Period, the Indemnifying Persons Parties shall within forty-five (45) Business Days following the execution of such settlement agreement pay the Stipulated Amount to the Purchaser Indemnified Parties subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata ShareRelevant Proportions, if applicable. If the Holder Representative Indemnifying Party and Purchaser the Indemnified Party are unable to resolve the dispute related to the Contested Amount, each of the Holder Representative or Indemnifying Party and the Purchaser may Indemnified Party has the right to refer to the dispute for resolution in accordance with Section ‎Section 12.069.06 (i.e. commence arbitration proceedings).