Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by the Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such thirty (30) Business Day period, Acquirer and the Stockholders’ Agent shall attempt and negotiate in good faith for thirty (30) Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount of Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the thirty (30) Business Day period for good faith negotiation, but in any event upon the expiration of such thirty (30) Business Day period, either Acquirer or the Stockholders’ Agent may bring suit in the courts of the State of California and the Federal courts of the United States of America, in each case, located within Santa ▇▇▇▇▇ county in the State of California to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to conclusively rely and to act in accordance with such decision and the Escrow Agent shall distribute such amount of Escrow Cash from the Escrow Fund in accordance therewith. (d) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non-prevailing party unless the trial court awards Acquirer more than one-half of the amount in dispute, in which case the Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by the Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the StockholdersShareholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such thirty (30) Business Day 20-day period, Acquirer Acquiror and the StockholdersShareholders’ Agent shall attempt and negotiate in good faith for thirty twenty (3020) Business Days days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the StockholdersShareholders’ Agent shall so agree, a memorandum setting forth such agreement regarding the amount of Indemnifiable Damages, if any, for which the Indemnified Persons are to be indemnified shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such cash representing 80.83% of the amount of Escrow Cash set forth in the memorandum from the Escrow Fund Fund, as applicable, in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the thirty (30) Business Day 20-day period for good faith negotiation, but in any event upon the expiration of such thirty (30) Business Day 20-day period, either Acquirer Acquiror or the StockholdersShareholders’ Agent may bring suit in may, by written notice to the courts other, demand arbitration of the State dispute and, in such event, the matter shall be settled by arbitration held in San Francisco County, California under the then-prevailing rules and procedures of California Judicial Arbitration & Mediation Services/EnDispute, Inc. (“JAMS”). The dispute shall be resolved in accordance with Section 9.9 below, and the Federal courts of the United States of America, in each case, located within Santa ▇▇▇▇▇ county in the State of California to resolve the matter. The decision of the trial court arbitrator as to the validity and amount of any claim in such Claim Officer’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Agreement. The Escrow Agent shall be entitled to conclusively rely and to act in accordance with such arbitration decision and the Escrow Agent shall distribute such cash representing 80.83% of the amount of Escrow Cash awarded in the arbitrator’s decision from the Escrow Fund Fund, as applicable, in accordance therewith. (dc) Judgment upon any award rendered by the trial court arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.6(d8.6(c), in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the trial court arbitrator awards Acquirer Acquiror more than one-half of the amount in dispute, dispute in which case Sellers (or, in the Effective Time Holders event that the Dissolution has been completed, the liquidator, receiver, trustee or other similar administrator of the wind-up of Sellers’ affairs, or the Closing Holders, as applicable) shall be deemed to be the non-prevailing party. The non-prevailing party to a suit an arbitration shall pay its own expenses expenses, the fees of the arbitrator, the administrative fee of JAMS and the expenses and the fees and expenses of the prevailing partyexpenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration (if Sellers (or, in connection the event that the Dissolution has been completed, the liquidator, receiver, trustee or other similar administrator of the wind-up of Sellers’ affairs, or the Closing Holders, as applicable) are deemed the non-prevailing party, 80.83% of the reasonable expenses of Acquiror may be deducted from the Escrow Fund and the Shareholders’ Agent shall otherwise be liable under this sentence). (d) In the event that the Shareholders’ Agent is an employee of Acquiror at any time during which a claim for indemnification is outstanding under the provisions of this Agreement, the Shareholders’ Agent shall be entitled to take such actions as are necessary to resolve such claim (including spending any time reasonably necessary to resolve such claim) provided that such actions do not materially interfere with such suitthe performance by the Shareholders’ Agent of his duties as an employee of Acquiror.

Resolution of Objections to Claims. (a) If the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by the Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Indemnifying Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the 40-day period following delivery of such thirty (30) Business Day periodOfficer’s Certificate, Acquirer Acquiror and the StockholdersIndemnifying Holders’ Agent shall attempt and negotiate in good faith for thirty (30) Business Days 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the StockholdersIndemnifying Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount of the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the thirty (30) Business Day 45-day period for good faith negotiation, but in any event then upon the expiration of such thirty (30) Business Day 45-day period, either Acquirer Acquiror or the Stockholders’ Indemnifying Holders' Agent may bring suit submit the dispute to mandatory, final and binding arbitration to be held in the courts county of the State of California and the Federal courts of the United States of America, in each case, located within Santa ▇▇▇▇▇ county ▇, in the State of California to resolve the matterCalifornia. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the trial court arbitrator as to the validity and amount of any claim in such Claim the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Agreement. The Escrow Agent shall be entitled to conclusively rely and to act in accordance with any such decision and the Escrow Agent shall distribute such amount of the Escrow Cash from the Escrow Fund in accordance therewithwith the terms of such decision. (dc) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.6(d)8.6, in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer's Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the trial court arbitrator awards Acquirer Acquiror more than one-half of the amount in dispute; otherwise, in which case the Effective Time Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit an arbitration shall pay its own expenses and the expenses and expenses, the fees and expenses of the prevailing partyarbitrator, including attorneys’ fees and costs, reasonably incurred in connection with such suit.the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.

Resolution of Objections to Claims. (a) If 10.7.1 In the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by event the Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Stockholders’ Agent objects Representative shall so object in writing to any claim or claims by Acquirer Acquiror made in any Claim Certificate within Officer’s Certificate, Acquiror shall have 30 days after its receipt of such thirty (30) Business Day periodwriting to respond in a written statement to the objection of the Representative. If after such 30 day period there remains a dispute as to any claims, Acquirer the Representative and the Stockholders’ Agent Acquiror shall attempt and negotiate in good faith for thirty (30) Business Days after Acquirer’s receipt 30 days thereafter to agree upon the rights of the respective parties with respect to each of such written objection to resolve such objectionclaims. If Acquirer the Representative and the Stockholders’ Agent Acquiror shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount of Escrow Cash the shares or other property from the Escrow Fund in accordance with the terms of such memorandumthereof. (c) 10.7.2 If no such agreement can be reached during the thirty (30) Business Day period for after good faith negotiation, but in any event upon the expiration of such thirty (30) Business Day 30 day period, either Acquirer Acquiror or the Stockholders’ Agent may bring suit in Representative may, by written notice to the courts other, demand arbitration of the State dispute unless the amount of California the damage or loss is at issue in pending litigation with a third party; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Acquiror and the Federal courts Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator within 10 days of the United States of America, in each case, located within Santa ▇▇▇▇▇ county in the State of California to resolve the mattertheir selection. The decision of the trial court arbitrators as to the validity and amount of any claim in such Claim Officer’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and and, notwithstanding anything in Section 10.6, the Escrow Agent shall be entitled to conclusively rely and to act in accordance with such decision and the Escrow Agent shall distribute such amount make or withhold payments out of Escrow Cash from the Escrow Fund in accordance therewith. (d) 10.7.3 Judgment upon any award rendered by the trial court arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa C▇▇▇▇ County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(d)10.7.3, in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the trial court awards Acquirer arbitrators award Acquiror more than one-half of the amount in dispute; in that case, in which case the Effective Time Holders Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit an arbitration shall pay its own expenses expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses and the fees and expenses of the prevailing partyreasonable expenses, including attorneys’ fees and costs, reasonably incurred in connection with such suitby the other party to the arbitration.