Uncontested Claim Sample Clauses

An Uncontested Claim clause defines the process and consequences when a party does not dispute a claim made by the other party within a specified timeframe. Typically, if a claim—such as a demand for payment or notice of breach—is not formally challenged or responded to, it is deemed accepted or valid, and the responsible party must fulfill the obligation without further dispute. This clause streamlines the resolution of claims by encouraging prompt responses and reducing prolonged disagreements, thereby ensuring efficiency and certainty in contractual relationships.
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Uncontested Claim. If either of the Company Shareholders' Representatives in the Response Notice agrees or is deemed pursuant to the last sentence of subsection (b) above to have agreed that Escrow Shares having a Fair Market Value equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee such number of Escrow Shares stated in the Claim Notice (or such lesser number of Escrow Shares as is then held in the Escrow Account).
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Uncontested Claim. If the Stockholder in the Response Notice agrees or is deemed to have agreed that the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than five business days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee the Claimed Amount (or such lesser amount as is then held in the Escrow Account).
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Uncontested Claim. If Seller agrees in the Response Notice, or is deemed to have agreed pursuant to the last sentence of Section 3(b) above, that the applicable number of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer, the Escrow Agent shall, no later than three (3) Business Days after receipt or deemed receipt of the Response Notice, (i) transfer, deliver, and assign to such Buyer such number of Escrow Shares (plus, to the extent Escrow Shares included in the Escrow Account are insufficient to satisfy the Agreed Amount, an applicable amount of cash, if any, included in the Escrow Account) as provided in the Claim Notice or (ii) such number of Escrow Shares and/or cash as provided in the Response Notice, as applicable.
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Uncontested Claim. If Holder in the Response Notice agrees or is deemed to have agreed that the Claimed Amount may be released from the Escrow Property to Purchaser, the Escrow Agent shall, no later than ten (10) days after receipt of the Response Notice, transfer, deliver, and assign to Purchaser the Claimed Amount from the Escrow Property.
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Uncontested Claim. In the event that the Indemnifying Party does not either (i) contest a Notice of Claim in writing to the Indemnified Party or (ii) pay the amount demanded (as certified by the Indemnifying Party to the Indemnified Party in writing, all within 60 days after Notice of Claim was received by the Indemnifying Party (an "UNCONTESTED CLAIM"), then the Indemnifying Party will promptly pay to the Indemnified Party that amount equal to the amount of the Claim and/or Estimated Damages specified in the Notice of Claim.
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Uncontested Claim. Subject to Sections 3(b) and 3(c), if the Shareholders' Representative in the Response Notice agrees or is deemed pursuant to the last sentence of subsection (b) above to have agreed that Escrow Shares having a Fair Market Value equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice (or no later than ten days after the Shareholders' Representative's deemed agreement), transfer, deliver, and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the Claimed Amount (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the date of actual receipt by the Escrow Agent of the Response Notice or, in the case of the Shareholders' Representative's deemed agreement, on the Response Date. In the event (i) the provisions of Section 3(b) preclude the Escrow Agent from delivering any Contingent Shares which would be required to satisfy the Claimed Amount and (ii) a Negative Determination (as defined in Section 3(b)) has been delivered to the Escrow Agent, then no later than ten days after the Measurement Date, the Escrow Agent shall transfer, deliver, and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the portion of the Claimed Amount not previously satisfied pursuant to this subsection (c) (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the Measurement Date.
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Uncontested Claim. If Sellers agree in the Response Notice, or are deemed to have agreed pursuant to the last sentence of Section 3(b) above, that the applicable number of the Escrow Shares and cash, if applicable, may be released from the Indemnification Escrow Account to Buyer, the Escrow Agent shall, no later than three (3) Business Days after receipt or deemed receipt of the Response Notice, transfer, deliver, and assign to such Buyer (i) such number of Escrow Shares, cash or combination of Escrow Shares and cash (as determined by the Sellers), an applicable amount of cash, if any, included in the Indemnification Escrow Account) as provided in the Claim Notice or (ii) such number of Escrow Shares, cash or combination of Escrow Shares and cash (as determined by the Sellers) as provided in the Response Notice, as applicable.
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Uncontested Claim. At the time of delivery of any Officer's Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy of such Officer's Certificate to the REBA Stockholders' Agent pursuant to the terms of Section 8 of the Me▇▇▇▇ Agreement. For a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares or Escrow Notes unless the Escrow Agent shall have received written authorization from the REBA Stockholders' Agent to make such delivery. In the event the REBA ▇▇▇ckholders' Agent does not deliver to the Escrow Agent a writt▇▇ ▇bjection to any claim or claims made in the Officer's Certificate within such thirty (30) day period, the Escrow Agent shall make delivery to Acquiror of the uncontested Escrow Shares or Escrow Notes pursuant to the terms of Section 8 of the Merger Agreement.
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Uncontested Claim. If the Company Shareholders' Representative in the Response Notice agrees or is deemed to have agreed that the Escrow Cash and/or Escrow Shares (valued at Fair Market Value) equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten (10) days after receipt or deemed receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee such amount of the Escrow Cash and/or such number of Escrow Shares (valued at Fair Market Value) equal to the Claimed Amount as provided in the Claim Notice plus interest as of the date of distribution attributable to the portion of the Escrow Cash distributed to the Indemnitee with respect to such Claimed Amount (or such lesser amount of Escrow Cash and number of Escrow Shares as is then held in the Escrow Account).
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Related to Uncontested Claim

  • 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.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Claims Payment The Reinsurer will be liable to the Company for its share of the benefits owed under the express contractual terms of the Reinsured Policies and as specified under the terms of this Agreement. The Reinsurer will not participate in any ex gratia payments made by the Company (i.e., payments the Company is not required to make under the Reinsured Policy terms.) The payment of death benefits by the Reinsurer will be in one lump sum regardless of the mode of settlement under the Reinsured Policy. Benefit payments from the Reinsurer will be due within 30 days of the claim satisfying the requirements established under this Agreement. The Reinsurer’s share of any interest payable under the terms of a Reinsured Policy or applicable law which is based on the death benefits paid by the Company, will be payable provided that the Reinsurer will not be liable for interest accruing on or after the date of the Company’s payment of benefits. The Reinsurer’s share will be based upon the same interest rate and days used by the Company to calculate their interest paid. The Reinsurer will make payment to the Company for each such claim. For Waiver of Premium claims, the Company will continue to pay premiums for reinsurance, except premiums for disability reinsurance. The Reinsurer will pay its proportionate share of the gross premium waived by the Company on the Reinsured Policy, including its share of the premiums for benefits that remain in effect during disability. I414849US-12 (11-01-2011) QT#04028US11 (COLI & B▇▇▇) For claims on Accelerated Benefit riders reinsured under this Agreement, the benefit amount payable by the Reinsurer will be calculated by multiplying the total accelerated death benefit rider payout by the ratio of the reinsured Net Amount at Risk, as defined in Exhibit C -1, to the face amount of the Reinsured Policy.