Common use of Response Notice Clause in Contracts

Response Notice. Within thirty (30) days after receipt by the Sirion Shareholders’ Representative of a Claim Notice, the Sirion Shareholders’ Representative shall deliver to the Sytera Stockholders’ Representative and to the Escrow Agent a written response (the “Response Notice”) stating that the Holders: (i) agree that Sirion Indemnification Escrow Shares 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 Sirion Indemnification Escrow Shares 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 Sirion Indemnification Escrow Shares 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 thirty (30) day period specified above, the Holders shall be conclusively deemed to have agreed that Sirion Indemnification Escrow Shares 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 thirty (30) days after During the 20-business day period commencing upon receipt by the Sirion ShareholdersStockholders’ Representative Agent of a Claim NoticeNotice from an Indemnitee (the “Dispute Period”), the Sirion ShareholdersStockholders’ Representative shall Agent may deliver to the Sytera Stockholders’ Representative Indemnitee and to the Escrow Agent a written response (the “Response Notice”) stating in which the Stockholders’ Agent states that the Holdersit is a Response Notice under this Agreement, and: (ia) agree that Sirion Indemnification Escrow Shares 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 is owed to the ClaimantIndemnitee; (iib) agree that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portionpart, but not all, of the Claimed Amount is owed to the Indemnitee (the “Agreed Amount”) may be released from the Escrow Fund and delivered to the Claimant); or (iiic) contest the Claim Notice entirely and believe indicate that no portion of the Sirion Indemnification Escrow Shares and/or Derivative Property should be released from the Escrow Fund to the Claimant in respect part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(any such contested b)” or “(c)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Stockholders’ Agent’s claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be (any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Indemnitee’s Claim Notice being referred to herein as the “Contested Amount”). In the event that If a Response Notice is not received by the Escrow Agent does not receive a Response Notice from the Stockholder’s Agent prior to the end expiration of the thirty (30) day period specified aboveDispute Period, then the Holders Stockholders’ Agent shall be conclusively deemed to have agreed that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) an amount equal to the full Claimed Amount (or if the full Claimed Amount exceeds the value of the Indemnification Escrow Property, then all of the Indemnification Escrow Property) may be released to the Indemnitee from the Indemnification Escrow Fund Account. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the ClaimantSecurities Exchange Act of 1934, as amended.

Response Notice. Within thirty (30) days after receipt by the Sirion ShareholdersSytera Stockholders’ Representative of a Claim Notice, the Sirion ShareholdersSytera Stockholders’ Representative shall deliver to the Sytera StockholdersSirion Shareholders’ Representative and to the Escrow Agent a written response (the “Response Notice”) stating that the Holders: (i) agree that Sirion Sytera Indemnification Escrow Shares 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 Sirion Sytera Indemnification Escrow Shares 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 Sirion Sytera Indemnification Escrow Shares 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 thirty (30) day period specified above, the Holders shall be conclusively deemed to have agreed that Sirion Sytera Indemnification Escrow Shares 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 thirty (During the 30) days after -day period commencing upon receipt by the Sirion ShareholdersSecurityholders’ Representative Agent of a Claim NoticeNotice from a Parent Indemnitee (the “Dispute Period”), the Sirion ShareholdersSecurityholders’ Representative shall Agent may deliver to the Sytera Stockholders’ Representative and to the Escrow Agent Parent Indemnitee a written response (the “Response Notice”) stating that in which the HoldersSecurityholders’ Agent: (i) agree agrees that Sirion Indemnification Escrow Shares 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 is owed to the ClaimantParent Indemnitee; (ii) agree agrees that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to a portionpart, but not all, of the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Fund and delivered is owed to the ClaimantParent Indemnitee; or (iii) contest the Claim Notice entirely and believe indicates that no portion of the Sirion Indemnification Escrow Shares and/or Derivative Property should be released from the Escrow Fund to the Claimant in respect part of the Claimed Amount is owed to the Parent Indemnitee. If the Response Notice is delivered in accordance with clause “(any such contested ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the Claimed Amount being is owed to the Parent Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Parent Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if the Securityholders’ Agent asserts in the Response Notice that no part of the Claimed Amount is owed to the Parent Indemnitee) is referred to herein as the “Contested Amount”” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Parent Indemnitee to the Claimed Amount). In the event that the Escrow Agent does not receive If a Response Notice is not received by the Parent Indemnitee from the Securityholders’ Agent prior to the end expiration of the thirty (30) day period specified aboveDispute Period, then the Holders Securityholders’ Agent shall be conclusively deemed to have agreed that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) an amount equal to the full Claimed Amount may be released from the Escrow Fund is owed to the ClaimantParent Indemnitee.