Contested Amount. “Contested Amount” has the meaning set forth in Section 9.6(b).
Contested Amount. 97 Contractors................................................
Contested Amount. 11.4(c) Default .................. 6.14
Contested Amount. If Shareholders’ Representative delivers a Response Notice to Buyer and the Escrow Agent indicating that there is a Contested Amount, then the Escrow Agent shall not pay out any portion of the Escrow Funds with respect to the Contested Amount unless and until otherwise instructed in a Joint Instruction or pursuant to Section 4(b) above. If the Representatives resolve such dispute in writing, then a settlement agreement stipulating the amount owed to Buyer (the “Stipulated Amount”) shall be signed by the Representatives. Within three (3) Business Days after the execution of such settlement agreement, the Representatives shall execute and deliver to the Escrow Agent a Joint Instruction pursuant to Section 4(b) to release the Stipulated Amount (or such lesser amount as may remain of the Indemnity Escrow Amount or the Special Indemnity Escrow Amount, as applicable) to Buyer according to the wire instructions set forth in the Joint Instruction from the Indemnity Escrow Amount or the Special Indemnity Escrow Amount, as applicable.
Contested Amount. “Contested Amount” shall have the meaning given to such term at Section 6.6(b).
Contested Amount. The parties hereto, other that the Escrow Agent, agree that if the Buyers contest the release of the IVIP Escrow representing the value of all or part of the Claimed Amount (the "Contested Amount"), the Buyers and Seller shall attempt in good faith to agree upon the rights of the respective parties with respect to the Claimed Amount. If the parties should so agree, a settlement agreement setting forth such settlement shall be prepared and signed by the parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on such settlement agreement and distribute the IVIP Escrow in accordance with the terms thereof. If no such agreement can be reached after good faith negotiations, the matter shall be settled by arbitration in accordance with the relevant provision of the Quebec Code of Civil Procedure.
Contested Amount. If CVC in the Response Notice contests the release of Escrow Fund assets equal to all or part of the Claimed Amount (the "Contested Amount"), Buyer and CVC shall use good faith efforts to resolve the matter between themselves. If the matter is not resolved within 15 days of the delivery of the Response Notice contesting the Claimed Amount, either Buyer or CVC shall have the right, by delivery of written notice to the other (the "Arbitration Notice"), to submit the matter to binding arbitration in Stamford, Connecticut. Such matter shall then be settled by three arbitrators in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). CVC and Buyer shall each designate one arbitrator within 15 days of the delivery of the Arbitration Notice. CVC and Buyer shall cause such designated arbitrators mutually to agree upon and shall designate a third arbitrator; provided, however, that (i) failing such agreement within 45 days of delivery of the Arbitration Notice, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either CVC or Buyer fails to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated. CVC and Buyer shall pay the fees and expenses of their respectively designated arbitrators and shall bear equally the fees and expenses of the third arbitrator. CVC and Buyer shall cause the arbitrators to decide the matter to be arbitrated pursuant hereto within 60 days after the appointment of the last arbitrator. The arbitrators' decision shall relate solely to whether Buyer is entitled to receive the Contested Amount (or a portion thereof) pursuant to the applicable terms of the Merger Agreement and this Agreement. The final decision of the majority of the arbitrators shall be furnished to CVC, the Management Representative, Buyer and the Escrow Agent in writing and shall constitute a conclusive, final and nonappealable determination of the issue in question, binding upon CVC, the Management Representative, Buyer, the Escrow Agent and all Escrow Account Beneficiaries. Such decision may be used in a court of law only for the purpose of seeking enforcement of the arbitrators' award. After delivery of a Response Notice that the Claimed Amount is contested by CVC, the Escrow Agent shall continue to hold in the Escrow Fund an amount of Escrow Fund assets sufficient to cover the Contested Amount (or such lesser amount as is then ...
Contested Amount. If the Indemnitee and the Shareholders' Representative resolves such dispute, such resolution shall be binding on all of the Merger Shareholders and such Indemnitee and a settlement agreement shall be signed by such Indemnitee and the Shareholders' Representative and sent to the Escrow Agent, which shall, upon receipt thereof, if applicable, release Escrow Shares (or cash, as described further in Section 5) collectively having a Stipulated Value equal to the additional amount as listed in the settlement agreement (the "Settlement Amount"). Unless and until the Escrow Agent shall receive written notice that any such dispute has been resolved by the Indemnitee and the Shareholders' Representative, the Escrow Agent may assume without inquiry that such dispute has not been resolved.
Contested Amount. “Contested Amount” is defined in Section 6.6(b).
Contested Amount. If the Sellers' Representatives in the Response Notice contest the release of all or any portion of the Claimed Amount (the "Contested Amount"), the Escrow Agent shall not release the Contested Amount to either Standex or the Sellers until either the Escrow Agent has received (i) a copy of a final, non-appealable judgment from a court of competent jurisdiction evidencing that Standex or the Sellers are entitled to the Contested Amount (assuming the Sellers are otherwise entitled to the Contested Amount pursuant to Section 9) or (ii) a settlement agreement executed by Standex and the Sellers' Representatives setting forth instructions to the Escrow Agent as to the release of cash, if any, that shall be made with respect to the Contested Amount. After delivery of a Response Notice that the Claimed Amount is contested by the Sellers' Representatives, the Escrow Agent shall continue to hold in the Escrow Account cash having value sufficient to cover the Contested Amount (up to the amount of the Cash Deposit then available in the Escrow Account) notwithstanding the occurrence of the expiration of the Term, until the Escrow Agent is permitted to distribute cash from the Escrow Account with respect to the Contested Amount in accordance with this Section 8(e). The Escrow Agent shall thereupon release cash from the Escrow Account (to the extent of Cash Deposit then held in the Escrow Account) in accordance with this Section 8(e).
