Common use of Response Notice; Uncontested Claims Clause in Contracts

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.

Response Notice; Uncontested Claims. Within ten (10) business days of receipt the date of a Claim NoticeNotice (the "Response Date"), the Shareholders Representative Agent shall provide to Parent, with a copy being provided to the Escrow Agent, a written response (the "Response Notice") in which the Shareholders Representative Agent 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 Agent 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 4.2 of the Merger Stock Purchase Agreement. If no response notice is delivered by the Shareholders Representative Agent within such ten (10) day period, the Shareholders Representative Agent shall be deemed to have agreed that to the Claimed Amount is valid and that Parent is entitled to indemnificationAmount.