Common use of Failure to Settle Contested Amount Clause in Contracts

Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Purchaser or Seller as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations of this Article XI, (i) if a Purchaser Indemnitee is the Indemnified Person, Seller Indemnifying Parties will pay to such Indemnified Person any amount of the Final Award that remains unpaid after such reduction; or (ii) if a Seller Indemnitee is the Indemnified Person, Purchaser will pay cash to such Indemnified Person in an amount equal to the amount of the Final Award. If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.

Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Purchaser or Seller Sellers’ Representative as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations of this Article XIIX, (i) if a Purchaser Indemnitee is the Indemnified Person, Seller Indemnifying Parties Sellers will pay to such Indemnified Person any amount of the Final Award that remains unpaid after such reductionas provided for in Section 9.2(b)(iii); or (ii) if a Seller Indemnitee is the Indemnified Person, Purchaser will pay cash to such Indemnified Person in an amount equal to the amount of the Final AwardAward as provided for in Section 9.3(c). If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.

Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day 30‑day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Purchaser or Seller Sellers’ Representative as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable non‑appealable Order concerning the matter issued by a court of competent jurisdiction (a “”Final Award”), and, subject to the limitations of this Article XIIX, (i) if a Purchaser Indemnitee is the Indemnified Person, Seller Indemnifying Parties Sellers will pay by wire transfer of immediately available funds (or will cause Escrow Shares to be sold in accordance with Section 9.5) to such Indemnified Person any cash in an equal to the amount of the Final Award that remains unpaid after such reduction; or (ii) if a Seller Indemnitee is the Indemnified Person, Purchaser will pay cash to such Indemnified Person in an amount equal to the amount of the Final Award. If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year one‑year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.

Failure to Settle Contested Amount. If the Indemnifying Person (or the Stockholder Representative on behalf of the Converting Holders) and the Indemnified Person (or the Stockholder Representative on behalf of the Company Indemnitees) are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person (or the Stockholder Representative on behalf of the Company Indemnitees) or the Indemnifying Person (with Purchaser ( or Seller as the sole authorized agents Stockholder Representative on behalf of the Parties, as the case may beConverting Holders) may submit the dispute to a court of competent jurisdiction in accordance with Section 10.9 within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the written agreement mutually executed by the Purchaser and the Stockholder Representative (on behalf of the parties Company Indemnitees or the Converting Holders, as applicable) or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations and provisions of this Article XIX, (i) if a Purchaser Indemnitee is the Indemnified Person, Seller Indemnifying Parties the Converting Holders will pay to such Indemnified Person any amount of the Final Award that remains unpaid after such reductionas provided for in Section 10.2(b); or (ii) if a Seller Indemnitee is the Company Indemnitees are the Indemnified PersonPersons, Purchaser will pay cash to each such Indemnified Person in an amount equal to the amount of the Final AwardAward as provided for in Section 10.3(c). If neither the Indemnified Person (nor the Stockholder Representative on behalf of the Company Indemnitees) nor the Indemnifying Person (nor the Stockholder Representative on behalf of the Converting Holders) submit the dispute to a court of competent jurisdiction in accordance with Section 10.9 within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.

Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Purchaser or Seller Sellers’ Representative as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations of this Article XI, (i) if a Purchaser Indemnitee is the Indemnified Person, Seller Indemnifying Parties the Holdback Amount and/or the Deferred Purchase Price, as the case may be, subject to Section 11.11, will be reduced by an amount equal to the amount of the Final Award, and Sellers will pay to such Indemnified Person any amount of the Final Award that remains unpaid after such reduction; or (ii) if a Seller Indemnitee is the Indemnified Person, Purchaser will pay cash to such Indemnified Person in an amount equal to the amount of the Final Award. If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.

Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Purchaser Parent or Seller Sellers’ Representative as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations of this Article XIIX, (i) if a Purchaser Parent Indemnitee is the Indemnified Person, Seller Indemnifying Parties Sellers will pay to such Indemnified Person any amount of the Final Award that remains unpaid after such reductionas provided for in Section 9.2(b)(iii); or (ii) if a Seller Indemnitee is the Indemnified Person, Purchaser Parent will pay cash to such Indemnified Person in an amount equal to the amount of the Final AwardAward as provided for in Section 9.3(c). If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.