Common use of Dispute of Claim Clause in Contracts

Dispute of Claim. Seller shall have the right to dispute any Claimed Amount by giving concurrently to the Escrow Agent and to Purchaser, prior to the forty-fifth (45th) day after delivery to Seller of any Claim Notice from Purchaser, written notice (a "Dispute Notice") that it disputes the matters set forth in such Claim Notice either with respect to the validity or the amount of the Claim in question or on the basis that the deficiency, liability or obligation in question is not properly chargeable as a claim under the Asset Purchase Agreement. Such Dispute Notice shall include the basis and amount, with reasonable specificity, of the dispute. If such Dispute Notice covers less than the full Claimed Amount, Seller shall state in its Dispute Notice the amount of the Claimed Amount as to which Seller agrees Purchaser should be paid out of the Escrow Fund, and such portion of the Claimed Amount shall be promptly paid by the Escrow Agent to Purchaser. The Escrow Agent shall have no obligation to determine the sufficiency of any such Dispute Notice or Claim Notice. Upon receipt of any such Dispute Notice from the Seller, the Escrow Agent shall take no action with respect to the amounts in dispute except: (a) upon the joint written instructions of both Purchaser, and Seller; or (b) ten (10) days after receipt by Escrow Agent of written notice (the "Order Notice") from either Purchaser or Seller that the dispute has been resolved by a final order, decree or judgment (from which no further appeal may be taken) of a court of competent jurisdiction, which Order Notice shall be accompanied by a copy of any such order, decree or judgment certified by the Clerk (or equivalent officer) of such court and by an opinion of counsel stating that the time for appeal therefrom has expired and no appeal has been perfected. A copy of such Order Notice shall concurrently be given by the party giving the Order Notice to the other parties hereunder. Upon receipt of joint instructions described in clause (a) above, Escrow Agent shall make payment out of the Escrow Fund in accordance therewith, and ten (10) days after receipt by Escrow Agent of an Order Notice described in clause (b) above, Escrow Agent shall make payment out of the Escrow Fund in accordance with the order, decree or judgment referenced therein and attached thereto.

Dispute of Claim. Seller Sellers shall have the right to dispute any Claimed Amount by giving concurrently to the Escrow Agent and to Purchaser, prior to the forty-fifth (45th) day after delivery to Seller Sellers' Representative of any Claim Notice from Purchaser, written notice (a "Dispute Notice") that it disputes they dispute the matters set forth in such Claim Notice either with respect to the validity or the amount of the Claim in question or on the basis that the deficiency, liability or obligation in question is not properly chargeable as a claim under the Asset Purchase Agreement. Such Dispute Notice shall include the basis and amount, with reasonable specificity, of the dispute. If such Dispute Notice covers less than the full Claimed Amount, Seller Sellers' Representative shall state in its the Dispute Notice the amount of the Claimed Amount as to which Seller agrees Sellers agree that Purchaser should be paid out of the Escrow Fund, and such portion of the Claimed Amount shall be promptly paid by the Escrow Agent to the Purchaser. The Escrow Agent shall have no obligation to determine the sufficiency of any such Dispute Notice or Claim Notice. Upon receipt of any such Dispute Notice from the SellerSellers' Representative, the Escrow Agent shall take no action with respect to the amounts in dispute except: (a) upon the joint written instructions of both Purchaser, Purchaser and SellerSellers' Representative; or (b) ten (10) days after receipt by Escrow Agent of written notice (the "Order Notice") from either Purchaser or Seller Sellers' Representative that the dispute has been resolved by a final order, decree or judgment (from which no further appeal may be taken) of a court of competent jurisdiction, which Order Notice shall be accompanied by a copy of any such order, decree or judgment certified by the Clerk (or equivalent officer) of such court and by an opinion of counsel stating that the time for appeal therefrom has expired and no appeal has been perfected. A copy of such Order Notice shall concurrently be given by the party giving the Order Notice to the other parties hereunder. Upon receipt of joint instructions described in clause (a) above, Escrow Agent shall make payment out of the Escrow Fund in accordance therewith, and ten (10) days after receipt by Escrow Agent of an Order Notice described in clause (b) above, Escrow Agent shall make payment out of the Escrow Fund in accordance with the order, decree or judgment referenced therein and attached thereto.

Dispute of Claim. Seller Sellers shall have the right to dispute any Claimed Amount by giving concurrently to the Escrow Agent and to Purchaser, prior to the forty-fifth (45th) day after delivery to Seller Sellers' Representative of any Claim Notice from Purchaser, written notice (a "Dispute Notice") that it disputes they dispute the matters set forth in such Claim Notice either with respect to the validity or the amount of the Claim in question or on the basis that the deficiency, liability or obligation in question is not properly chargeable as a claim under the Asset Stock Purchase Agreement. Such Dispute Notice shall include the basis and amount, with reasonable specificity, of the dispute. If such Dispute Notice covers less than the full Claimed Amount, Seller Sellers' Representative shall state in its the Dispute Notice the amount of the Claimed Amount as to which Seller agrees Sellers agree that Purchaser should be paid out of the Escrow Fund, and such portion of the Claimed Amount shall be promptly paid by the Escrow Agent to Purchaser. The Escrow Agent shall have no obligation to determine the sufficiency of any such Dispute Notice or Claim Notice. Upon receipt of any such Dispute Notice from the SellerSellers' Representative, the Escrow Agent shall take no action with respect to the amounts in dispute except: (a) upon the joint written instructions of both Purchaser, Purchaser and SellerSellers' Representative; or (b) ten (10) days after receipt by Escrow Agent of written notice (the "Order Notice") from either Purchaser or Seller Sellers' Representative that the dispute has been resolved by a final order, decree or judgment (from which no further appeal may be taken) of a court of competent jurisdiction, which Order Notice shall be accompanied by a copy of any such order, decree or judgment certified by the Clerk (or equivalent officer) of such court and by an opinion of counsel stating that the time for appeal therefrom has expired and no appeal has been perfected. A copy of such Order Notice shall concurrently be given by the party giving the Order Notice to the other parties hereunder. Upon receipt of joint instructions described in clause (a) above, Escrow Agent shall make payment out of the Escrow Fund in accordance therewith, and ten (10) days after receipt by Escrow Agent of an Order Notice described in clause (b) above, Escrow Agent shall make payment out of the Escrow Fund in accordance with the order, decree or judgment referenced therein and attached thereto.

Dispute of Claim. Seller (a) The Stockholder Representative shall have the right to dispute dispute, in whole or in part, any Claimed Amount by giving concurrently to the Escrow Agent and to Purchaser, prior to the forty-fifth Parent Claim within thirty (45th30) day Business Days after delivery to Seller the Stockholder Representative of any a Parent Claim Notice from Purchaser, written Notice. Such dispute shall be made by delivering within such period to Parent a notice (a "Dispute “Stockholder Objection Notice"”) that it disputes the Stockholder Representative disputes, in whole or in part, the matters set forth in such a Parent Claim Notice either with respect to the validity or the amount of the Claim in question Parent Claim, or on the basis that the deficiency, liability or obligation matter in question is not properly chargeable as a claim under the Asset Purchase Agreementsubject to Offset hereunder. Such Dispute Stockholder Objection Notice shall include the basis and amountbasis, with reasonable specificity, of the dispute. If such Dispute Notice covers less than Stockholder Representative’s objection. (b) During the full Claimed Amountthirty (30) day period following receipt of a Stockholder Objection Notice, Seller the Stockholder Representative and Parent in good faith shall state attempt to reach agreement in its Dispute Notice writing on the amount of to be Offset or the Claimed Amount amount for which Parent is entitled to indemnification, as to which Seller agrees Purchaser should be paid out of the Escrow Fund, and such portion of the Claimed Amount shall be promptly paid by the Escrow Agent to Purchaser. The Escrow Agent shall have applicable (or that no obligation to determine the sufficiency of any such Dispute Notice Offset is due or Claim Notice. Upon receipt of any such Dispute Notice from the Seller, the Escrow Agent shall take no action indemnity allowed) with respect to the amounts Damages asserted in dispute except: the Parent Claim Notice and denied in the Stockholder Objection Notice. If such agreement is reached, Parent shall have the right to Offset or indemnification, as applicable, for the agreed upon amount. (ac) upon In the joint written instructions of both Purchaserevent that Parent and the Stockholder Representative cannot come agreement on the amount, and Seller; if any, subject to Offset or indemnification with respect to a Parent Claim within the thirty (b30) ten (10) days after receipt by Escrow Agent of written notice (day period described above, then either Parent or the "Order Notice") from either Purchaser or Seller that Stockholder Representative shall submit the dispute has been resolved to binding arbitration in San Francisco, California, pursuant to the procedures and rules for commercial arbitration of the American Arbitration Association (“AAA”). One arbitrator mutually selected by a final orderParent and the Stockholder Representative shall hear such dispute or, decree or judgment (from which no further appeal may be taken) of a court of competent jurisdictionif the parties are unable to mutually agree upon an arbitrator, which Order Notice one shall be accompanied by a copy appointed in accordance with AAA rules. The Stockholders and Parent shall each bear their respective costs and expenses of any such orderarbitration, decree or judgment certified by the Clerk (or equivalent officer) of such court and by an opinion of counsel stating provided that the time for appeal therefrom has expired arbitrator shall be entitled to award costs and no appeal has been perfected. A copy of such Order Notice shall concurrently be given by the party giving the Order Notice reasonable attorneys’ fees to the other parties hereunderprevailing party along with specific performance or injunctive relief. Upon receipt The arbitration provided hereunder shall be the exclusive means of joint instructions described in clause (a) above, Escrow Agent resolving any dispute relating to a Parent Claim and shall make payment out of the Escrow Fund in accordance therewith, and ten (10) days after receipt by Escrow Agent of an Order Notice described in clause (b) above, Escrow Agent shall make payment out of the Escrow Fund in accordance with the order, decree or judgment referenced therein and attached theretobe binding on all parties.