Resolution Between the Parties. If the Holder Representatives deliver a Response Notice indicating that there is a Contested Amount, the Holder Representatives and the Purchaser shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Purchaser and the Holder Representatives resolve such dispute, such resolution shall be binding on the Holder Representatives, the Participating Rights Holders and the Purchaser and a settlement agreement stipulating the amount owed to the Purchaser or Purchaser Indemnitee (the “Stipulated Amount”) shall be signed by such Purchaser and the Holder Representatives. In the case of an Escrow Claim, Purchaser and the Holder Representatives shall, within three business days following the execution of such settlement agreement, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to the Purchaser Indemnitee from the Escrow Fund. In the case of a Direct Claim, the Participating Rights Holders shall, subject to the provisions set forth in Section 11.02(f), within 20 days following the execution of such settlement agreement, pay the Stipulated Amount to the Purchaser Indemnitee.
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Resolution Between the Parties. If the Holder Representatives deliver Representative delivers a Response Notice indicating that there is a Contested Amount, the Holder Representatives Representative and the Purchaser shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Purchaser and the Holder Representatives Representative resolve such dispute, such resolution shall be binding on the Holder RepresentativesRepresentative, the Participating Rights Holders Executing Selling Shareholders and the Purchaser and a settlement agreement stipulating the amount owed to the Purchaser or Purchaser Indemnitee (the “Stipulated Amount”) shall be signed by such Purchaser and the Holder RepresentativesRepresentative. In the case of an Escrow Claim, Purchaser and the Holder Representatives Representative shall, within three business days (3) Business Days following the execution of such settlement agreement, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to the Purchaser Indemnitee from the Escrow Fund. In the case of a Direct Claim, the Participating Rights Holders Executing Selling Shareholders shall, subject to the provisions set forth in Section 11.02(f10.2(d), within 20 days following the execution of such settlement agreement, pay the Stipulated Amount to the Purchaser Indemnitee.
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