Common use of Response Notice Clause in Contracts

Response Notice. Within twenty (20) days after receipt by the Shareholders of a Claim Notice, the Shareholders shall deliver to Franklin and to the Escrow Agent a written response (the "Response Notice") stating that the Shareholders: (i) agree that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund and delivered to the Claimant; (ii) agree that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portion, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Fund and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no portion of the Escrow Stock and/or Derivative Property should be released from the Escrow Fund to the Claimant in respect of the Claimed Amount (any such contested portion of the Claimed Amount being referred to herein as the "Contested Amount"). In the event that the Escrow Agent does not receive a Response Notice prior to the end of the twenty (20) day period specified above, the Shareholders shall be conclusively deemed to have agreed that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Fund to the Claimant.

Response Notice. Within twenty thirty (2030) days after receipt by the Shareholders delivery of a Claim NoticeNotice to the Representative, the Shareholders Representative shall deliver give to Franklin and Elmer's, with a copy to the Escrow Agent Agent, a written response (the "Response Notice") stating that in which the Shareholders: Representative shall either: (ia) agree that Escrow Stock and/or Derivative such portions of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Fund Account and delivered to the ClaimantElmer's; or (iib) agree that Escrow Stock and/or Derivative a portion of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to a portionspecified part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Fund and delivered Account to the ClaimantElmer's; or or (iiic) contest the Claim Notice entirely and believe that no portion any of the Escrow Stock and/or Derivative Escrowed Property should may be released from the Escrow Fund Account to Elmer's. The Representative may contest the Claimant in respect release of the Claimed Amount (any Escrowed Property only based upon a good faith belief that all or such contested portion of the Claimed Amount being referred to herein as the "Contested Amount"). In the event that the Escrow Agent does not receive constitute Claims and Liabilities (or that there is a valid defense to such claims and liabilities), or does not constitute the actual amount of Claims and Liabilities incurred, for which Elmer's is entitled to indemnification under Section 10 of the Merger Agreement. If no Response Notice prior to is delivered by the end of the twenty Representative within such thirty (2030) day period specified aboveperiod, then the Shareholders Representative shall be conclusively deemed to have agreed that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released and delivered from the Escrow Fund Account to the ClaimantElmer's.

Response Notice. Within twenty (20) 30 days after receipt by the Shareholders delivery of a Claim NoticeNotice to the Representative, the Shareholders Representative shall deliver give to Franklin and TriZetto, with a copy to the Escrow Agent Agent, a written response (the "Response Notice") stating that in which the Shareholders: Representative shall either: (ia) agree that Escrow Stock and/or Derivative such portions of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Fund Account and delivered to the ClaimantTriZetto; or (iib) agree that Escrow Stock and/or Derivative a portion of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to a portionspecified part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Fund Account to TriZetto and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no remaining portion of the Escrow Stock and/or Derivative Escrowed Property; or (c) contest that any of the Escrowed Property should may be released from the Escrow Fund Account to TriZetto. The Representative may contest the Claimant in respect release of Escrowed Property only based upon a good faith belief that all or such portion of the Claimed Amount (any such contested portion I) does not constitute Claims and Liabilities, or does not constitute the actual amount of Claims and Liabilities incurred for which TriZetto is entitled to indemnification under Article 8 of the Claimed Amount being referred to herein as the "Contested Amount"). In the event that the Escrow Agent Merger Agreement or (ii) does not receive a constitute an adjustment to the Consideration to which TriZetto is entitled under Section 2.5 or 2.6 of the Merger Agreement. If no Response Notice prior to is delivered by the end of Representative within such 30 day period, then the twenty (20) day period specified above, the Shareholders Representative shall be conclusively deemed to have agreed that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released and delivered from the Escrow Fund Account to the ClaimantTriZetto.

Response Notice. Within twenty thirty (2030) days after receipt by the Shareholders delivery of a Claim NoticeNotice to the Representative, the Shareholders Representative shall deliver give to Franklin and TriZetto, with a copy to the Escrow Agent Agent, a written response (the "Response Notice") stating that in which the Shareholders: Representative shall either: (ia) agree that Escrow Stock and/or Derivative such portions of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Fund Account and delivered to the ClaimantTriZetto; or (iib) agree that Escrow Stock and/or Derivative a portion of the Escrowed Property having a value (computed in each case, valued at the Stipulated Valueaccordance with Section 4.4 below) equal to a portionspecified part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Fund Account to TriZetto and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no remaining portion of the Escrow Stock and/or Derivative Escrowed Property; or (c) contest that any of the Escrowed Property should may be released from the Escrow Fund Account to TriZetto. The Representative may contest the Claimant in respect release of the Claimed Amount (any Escrowed Property only based upon a good faith belief that all or such contested portion of the Claimed Amount being referred to herein as the "Contested Amount"). In the event that the Escrow Agent does not receive a constitute Claims and Liabilities, or does not constitute the actual amount of Claims and Liabilities incurred for which TriZetto is entitled to indemnification under Article V of the Purchase Agreement. If no Response Notice prior to is 4 5 delivered by the end of the twenty Representative within such thirty (2030) day period specified aboveperiod, then the Shareholders Representative shall be conclusively deemed to have agreed that Escrow Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released and delivered from the Escrow Fund Account to the ClaimantTriZetto.