Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Securityholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by the Indemnified Party made in a Claim Notice by delivering an effective Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt of such written objection to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Objection Notice, a memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties. In such event, the Losses for which the Indemnifying Parties are entitled payment under the Settlement Memorandum shall be paid in accordance with Section 8.6(c), mutatis mutandis. (b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Acquiror and the Securityholder Representative), either Acquiror or the Securityholder Representative may, subject to Section 9.8 and Section 9.10, commence an Action in a court of competent jurisdiction.

Resolution of Objections to Claims. (a) If the Securityholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by the an Indemnified Party made in a Claim Notice by delivering an effective a timely Claim Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt delivery of such written objection Claim Objection Notice to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the “Settlement Memorandum”) shall be prepared and signed by both parties, which . The Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties and the Indemnified Parties. In such event, the Losses that are Losses for which the Indemnifying Indemnified Parties are entitled payment under the Settlement Memorandum shall be paid satisfied in accordance with Section 8.6(c), mutatis mutandis9.6. (b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Acquiror ▇▇▇▇▇▇▇▇ and the Securityholder Representative), either Acquiror or the Securityholder Representative may, subject may commence arbitration proceedings pursuant to Section 9.8 and Section 9.10, commence an Action in a court of competent jurisdiction11.11.

Resolution of Objections to Claims. (ai) If With respect to each Indemnification Claim, if the Securityholder Representative Seller or Acquiror, as applicable, objects in writing to any claim or claims by the Indemnified Party made in delivers a Claim Notice by delivering an effective Objection Notice pursuant to Section 10.5(b) prior to the Objection DeadlineDeadline with respect to such Indemnification Claim, Acquiror and the Securityholder Representative Seller shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt delivery of such written objection Claim Objection Notice to resolve such objection. If Acquiror and the Securityholder Representative Seller resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared and signed by both partiesAcquiror and the Seller, which Settlement Memorandum shall be final and conclusive and binding on Acquiror and the Indemnifying PartiesSeller. In such event, the Losses for which the Indemnifying Indemnified Parties are entitled payment under the Settlement Memorandum shall be paid satisfied in accordance with Section 8.6(c10.5(d), mutatis mutandis. (bii) If With respect to each claim pursuant to Section 10.5(a) as to which a Claim Objection Notice was delivered pursuant to Section 10.5(b), and to which no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection Claim Objection Notice (or such later date as may be agreed in writing by Acquiror and the Securityholder RepresentativeSeller), either Acquiror or the Securityholder Representative may, subject to Section 9.8 and Section 9.10, Seller may commence an Action in a court of competent jurisdictionin accordance with Section 11.11.

Resolution of Objections to Claims. (a) If Parent or the Securityholder Stockholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by the a Company Indemnified Party or Parent Indemnified Party, respectively, made in a Claim Notice by delivering an effective Claim Objection Notice prior to the Objection Deadline, Acquiror Parent and the Securityholder Stockholder Representative shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt of such written objection Claim Objection Notice to resolve such objection. If Acquiror Parent and the Securityholder Stockholder Representative resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (the a “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the applicable Indemnifying Parties. In such event, subject to the limitations in Section 9.3, the Losses that are Losses for which the Indemnifying applicable Indemnified Parties are entitled to payment under the Settlement Memorandum shall be paid satisfied in accordance with Section 8.6(c)9.6. The effective date of a Settlement Memorandum shall be the calendar day on which such agreement has been executed and delivered by all parties thereto or, mutatis mutandisif later, the calendar day on which such agreement becomes effective in accordance with its terms and conditions. (b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the applicable Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Acquiror Parent and the Securityholder Stockholder Representative), either Acquiror Parent or the Securityholder Stockholder Representative may, subject to Section 9.8 11.10 and Section 9.1011.12, commence an Action in a court of competent jurisdiction.