Common use of Dispute of Claim Clause in Contracts

Dispute of Claim. The Seller shall have the right to dispute any Release Claim against the Escrow Shares within the ten (10) day period following the Seller’s receipt of a copy of a Release Claim notice by delivering to Escrow Agent and both Parent Board Nominees written notice (an “Objection Notice”) that the Seller disputes the matter(s) set forth in such Release Claim notice either with respect to the validity or the amount of the Release Claim (or both). Such notice shall include the basis, with reasonable specificity, of the objection. If an Objection Notice is not received within such ten (10) day period, the Seller will be deemed to have waived its right to object to the disbursement of all or any portion of the Escrow Shares pursuant to such Release Claim. Upon timely receipt of an Objection Notice, Escrow Agent shall take no action with respect to the Release Claim, except upon receipt of joint written instructions from the Seller and a Parent Board Nominee or by a final non-appealable order of a court of competent jurisdiction (“Final Order”). Escrow Agent shall promptly follow such instructions or Final Order upon receipt thereof. Escrow Agent shall be entitled to receive an opinion of counsel (which will be paid for by the Purchaser) that such Final Order is final and binding. If the amount necessary to satisfy any disputed Claim, as ultimately determined via joint written instructions or Final Order, is in excess of the Escrow Shares, then Escrow Agent shall pay over the Escrow Shares pursuant to the joint written instructions or Final Order, but shall in no way be responsible for any such excess.

Dispute of Claim. The Seller Stockholders’ Representative shall have the right to dispute any Release Claim against the Escrow Shares within the ten thirty (1030) day period following the SellerStockholders’ Representative’s receipt of a copy of a Release Claim notice by delivering to the Escrow Agent and both Parent Board Nominees the Purchaser Indemnitee written notice (an “Objection Notice”) that the Seller Stockholders’ Representative disputes the matter(s) set forth in such Release Claim notice either with respect to the validity or the amount of the Release Claim (or both). Such notice shall include the basis, with reasonable specificity, of the objection. If an Objection Notice is not received within such ten thirty (1030) day period, the Seller Stockholders’ Representative will be deemed to have waived its right to object to the disbursement of all or any portion of the Escrow Shares pursuant to such Release Claim. Upon timely receipt of an Objection Notice, Escrow Agent shall take no action with respect to the Release Claim, except upon receipt of joint written instructions from the Seller Stockholders’ Representative and a Parent Board Nominee such Purchaser Indemnitee or by a final non-appealable order of a court of competent jurisdiction (“Final Order”). Escrow Agent shall promptly follow such instructions or Final Order upon receipt thereof. Escrow Agent shall be entitled to receive an opinion of counsel (which will be paid for by the Purchaser) that such Final Order is final and binding. If the amount necessary to satisfy any disputed Claim, as ultimately determined via joint written instructions or Final Order, is in excess of the Escrow Shares, then Escrow Agent shall pay over the Escrow Shares pursuant to the joint written instructions or Final Order, but shall in no way be responsible for any such excess.

Dispute of Claim. The Seller shall have the right to dispute any Release Claim against the Escrow Shares within the ten thirty (1030) day period following the Seller’s receipt of a copy of a Release Claim notice by delivering to Escrow Agent and both Parent Board Nominees written notice (an “Objection Notice”) that the Seller disputes the matter(s) set forth in such Release Claim notice either with respect to the validity or the amount of the Release Claim (or both). Such notice shall include the basis, with reasonable specificity, of the objection. If an Objection Notice is not received within such ten thirty (1030) day period, the Seller will be deemed to have waived its right to object to the disbursement of all or any portion of the Escrow Escrowed Shares pursuant to such Release Claim. Upon timely receipt of an Objection Notice, Escrow Agent shall take no action with respect to the Release Claim, except upon receipt of joint written instructions from the Seller and a Parent Board Nominee or by a final non-appealable order of a court of competent jurisdiction (“Final Order”). Escrow Agent shall promptly follow such instructions or Final Order upon receipt thereof. Escrow Agent shall be entitled to receive an opinion of counsel (which will be paid for by the Purchaser) that such Final Order is final and binding. If the amount necessary to satisfy any disputed Claim, as ultimately determined via joint written instructions or Final Order, is in excess of the Escrow Shares, then Escrow Agent shall pay over the Escrow Shares pursuant to the joint written instructions or Final Order, but shall in no way be responsible for any such excess.

Dispute of Claim. The Seller Shareholders shall have the right to dispute any Release Claim against the Escrow Shares within the ten thirty (1030) day period following the Seller’s Shareholders’ receipt of a copy of a Release Claim notice by delivering to the Escrow Agent and both Parent Board Nominees the Purchaser Indemnitee written notice (an “Objection Notice”) that the Seller Shareholders disputes the matter(s) set forth in such Release Claim notice either with respect to the validity or the amount of the Release Claim (or both). Such notice shall include the basis, with reasonable specificity, of the objection. If an Objection Notice is not received within such ten thirty (1030) day period, the Seller Shareholders will be deemed to have waived its right their rights to object to the disbursement of all or any portion of the Escrow Shares pursuant to such Release Claim. Upon timely receipt of an Objection Notice, Escrow Agent shall take no action with respect to the Release Claim, except upon receipt of joint written instructions from all of the Seller Shareholders and a Parent Board Nominee such Purchaser Indemnitee or by a final non-appealable order of a court of competent jurisdiction (“Final Order”). Escrow Agent shall promptly follow such instructions or Final Order upon receipt thereof. Escrow Agent shall be entitled to receive an opinion of counsel (which will be paid for by the Purchaser) that such Final Order is final and binding. If the amount necessary to satisfy any disputed Claim, as ultimately determined via joint written instructions or Final Order, is in excess of the Escrow Shares, then Escrow Agent shall pay over the Escrow Shares pursuant to the joint written instructions or Final Order, but shall in no way be responsible for any such excess.