Response Notice; Uncontested Claims Sample Clauses

Response Notice; Uncontested Claims. Within 30 days after receipt by the Indemnifying Party of a Claim Notice, the Indemnifying Party may deliver to the Indemnitee who delivered the Claim Notice a written response (the "RESPONSE Notice") in which the Indemnifying Party: (i) agrees that the Indemnified Party is entitled to the full Claimed Amount; (ii) agrees that agrees that the Indemnified Party is entitled to part, but not all, of the Claimed Amount (the "AGREED AMOUNT"); or (iii) indicates that the Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the "CONTESTED AMOUNT." If a Response Notice is not received by the Indemnified Party within such 30-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to the full Claimed Amount. If the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within 30 days after the delivery of the Claim Notice ("INITIAL RESOLUTION PERIOD"), then the parties shall be entitled to resort to any legal remedy available to such party to resolve such dispute.
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Response Notice; Uncontested Claims. Within fifteen (15) days of the date a Claim Notice is received (the “Response Date”) in accordance with Section 3(a), Seller shall provide to Buyer and to the Escrow Agent a written response (the “Response Notice”) in which Seller shall either: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Account to Buyer Indemnitee, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to Buyer Indemnitee, or (iii) contest that any of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer Indemnitee. Seller may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller to the Escrow Agent by the Response Date, Seller shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released from the Escrow Account to Buyer in satisfaction of such claim(s).
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Response Notice; Uncontested Claims. Within ten (10) days of receipt of a Claim Notice, the Shareholders Representative shall provide to Parent, with a copy being provided to the Escrow Agent, a written response (the "Response Notice") in which the Shareholders Representative shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid, or (iii) contest that any of the Claimed Amount is valid. The Shareholders Representative may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which Parent is entitled to indemnification under Section 10.3 of the Merger Agreement. If no response notice is delivered by the Shareholders Representative within such ten (10) day period, the Shareholders Representative shall be deemed to have agreed that the Claimed Amount is valid and that Parent is entitled to indemnification.
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Response Notice; Uncontested Claims. Within ten (10) Business Days after receipt by the Indemnifying Party of a Claim Notice, such Indemnifying Party may deliver to the Indemnified Party a written response (the “Response Notice”) in which such Indemnifying Party:(a) agrees that the Indemnified Party is entitled to the full Claimed Amount, (b) agrees that the Indemnified Party is entitled to part, but not all, of the Claimed Amount (such amount agreed to under (a) or (b), the “Agreed Amount”), or (c) indicates that the Indemnifying Party disputes the entire Claimed Amount. Any part of the Claimed Amount that is not agreed to pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not received within such ten (10) Business Day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to the full Claimed Amount (such amount, also an “Agreed Amount” as defined above). To resolve any dispute related to any Contested Amount, the Parties will resolve such dispute following the dispute resolution procedures set forth in Article 26. 73
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Response Notice; Uncontested Claims. Within [***] days after receipt by an Indemnifying Party of a Claim Notice, such Indemnifying Party may deliver to the Person who delivered the Claim Notice a written response (the “Response Notice”) in which such Indemnifying Party: (a) agrees that the Person who delivered the Claim Notice is entitled to the full Claimed Amount, (b) agrees that the Person who delivered the Claim Notice is entitled to part, but not all, of the Claimed Amount, or (c) indicates that such Party disputes the entire Claimed Amount. If a Response Notice is not received within such [***]-day period, then the Indemnifying Party who received the Claim Notice shall be conclusively deemed to have agreed that the Person who delivered the Claim Notice is entitled to the full Claimed Amount. If the Parties are unable to resolve any dispute relating to any part of the Claimed Amount that is not agreed to pursuant to the Response Notice within [***] days after the delivery of the Response Notice, then the Parties shall be entitled to resort to any legal remedy available to such Parties to resolve such dispute.
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Response Notice; Uncontested Claims. Within ten (10) days after receipt by the Skipping Stone Stockholder(s) of a Claim Notice, the Skipping Stone Stockholder(s), subject to such claim, may deliver to Parent and to the Escrow Agent a written response (the "RESPONSE NOTICE") in which such Skipping Stone Stockholder(s): (i) agree that Escrow Shares (or other property held in the Escrow Account) specified in the Claim Notice may be released from the Escrow Account to Parent; or (ii) indicate that no part of the Escrow Fund may be released from the Escrow Account to Parent in respect of the Claimed Share Amount. Any part of the Claimed Share Amount that is not agreed to be released to Parent pursuant to the Response Notice shall be the "CONTESTED SHARE AMOUNT." If a Response Notice is not received by the Escrow Agent within such ten (10) day period, then the Skipping Stone Stockholder(s), subject to such claim, shall be conclusively deemed to have agreed that Escrow Shares (or other property held in the Escrow Account) equal to the full Claimed Share Amount may be released to Parent from the Escrow Account.
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Response Notice; Uncontested Claims. Within 10 days of the date a Claim Notice is delivered (the "RESPONSE DATE") in accordance with Section 10, the Company
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Response Notice; Uncontested Claims. Within ten business days of the date of a Claim Notice (the "Response Date"), the Shareholders shall provide to Computone, with a copy being provided to the Escrow Agent, a written response (the "Response Notice") in which the Shareholders shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid or (iii) contest that any of the Claimed Amount is valid. The Shareholders may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Loss or Expense for which Computone is entitled to indemnification under Section 2(b) of this Agreement.
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Response Notice; Uncontested Claims. Within fifteen (15) business days of the date of a Claim Notice (the "Response Date"), the Respondent shall provide the Claimant a written response (the "Response Notice") in which the Respondent shall (i) agree that the full Claimed Amount is valid, (ii) agree that part, but not all, of the Claimed Amount (the "Agreed Amount") is valid, or (iii) contest that any of the Claimed Amount is valid. The Respondent may contest all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Claimant is entitled to indemnification under this Section 7.
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Related to Response Notice; Uncontested Claims

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days, as provided below in Section 2.3(b), Cambridge may deliver to the Custodian, with a copy to the Indemnification Representative, a written demand by Cambridge (a "Cambridge Demand") stating ---------------- that a Notice of Claim has been given as required in this Escrow Agreement and that no notice of contest has been received from the Indemnification Representative during the period specified in this Escrow Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). It is provided, however, that within thirty (30) calendar days after receipt of the Cambridge Demand, the Indemnification Representative may object in a written notice delivered to Cambridge and the Custodian to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Custodian nor Cambridge shall make any of the Escrow Adjustments until either: (i) Cambridge and the Indemnification Representative shall have given the Custodian written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Custodian, as directed in writing by Cambridge, and Cambridge shall promptly take all steps to implement the final Escrow Adjustments.

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

  • Objections to Claims At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • Response to Objections Each Party retains the right to respond to any objection raised by a Participating Class Member, including the right to file responsive documents in Court no later than five court days prior to the Final Approval Hearing, or as otherwise ordered or accepted by the Court.