Litigation of Contested Claims. Either Acquiror or the Representative may bring suit in the courts of the State of California and the Federal courts of the United States of America located within the County of Santa Xxxxx in the State of California to resolve the Contested Claim. The case will be tried to the court sitting without a jury. Regardless of which party brings suit to resolve a matter, Acquiror shall bear the burden of proof by a preponderance of the evidence that Acquiror or other Acquiror Indemnified Persons are entitled to indemnification pursuant to this Article 12. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and Acquiror shall be entitled to act in accordance with such decision and make or withhold payments of General Escrow Shares, General Escrow Cash, IP Escrow Shares, IP Escrow Cash, First Booking Earnout or Subsequent Booking Earnouts in accordance therewith and herewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 12.8(c), in any suit hereunder in which any claim or the amount thereof stated in the Notice of Claim is at issue, Acquiror shall be deemed to be the non-prevailing party unless the trial court awards Acquiror more than one-half of the amount in dispute; otherwise, the Representative and Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the suit.
Litigation of Contested Claims. Either Acquiror or the Seller Guarantors and the Sellers may bring suit in the courts of the State of Delaware and the Federal courts of the United States of America located within the State of Delaware to resolve the Contested Claim. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement, absent manifest error. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Parent or the Representative may bring suit in accordance with Section 12.1 to resolve a Contested Claim. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement, the applicable Indemnified Party and the Indemnifying Parties, as applicable, all of whom shall be obligated to act in accordance with such decision. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Acquiror or the Equityholder Representative may bring suit in the courts specified in Section 10.3 to resolve the Contested Claim. The decision of the trial court as to the validity and amount of any claim in such Claim Notice shall be non-appealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Parent or the Representative may bring suit in the courts specified in Section 12.1 to resolve the Contested Claim. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be non-appealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Aggregate Escrow Cash in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Acquirer Representative or the Seller may resolve the Contested Claim in accordance with Section 12.1 of this Agreement. The Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. The non-prevailing party shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.
Litigation of Contested Claims. Either Parent or the Representative may bring suit in the courts of the State of Delaware and the Federal courts of the United States of America located within the State of Delaware to resolve a Contested Claim. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Natus or Stockholders may bring suit in the courts of the State of Washington and the Federal courts of the United States of America located within the State of Washington to resolve the Contested Claim. Regardless of which party brings suit to resolve a matter, Natus shall bear the burden of proof by a preponderance of the evidence that Natus or other Natus Indemnified Persons are entitled to indemnification pursuant to this Article VIII. The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Cash in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.07(c), in any suit hereunder in which any claim or the amount thereof stated in the Notice of Claim is at issue, the Court shall determine which party is the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the suit.
Litigation of Contested Claims. Either the Indemnified Party or the Indemnifying Party may bring suit in the state and federal courts located in the State of California, Orange County or Santa Clara County to resolve the Contested Claim. Regardless of which xxxxx brings suit to resolve a matter, the Indemnified Party shall bear the burden of proof by a preponderance of the evidence that the Indemnified Party or other Buyer Indemnitees or Seller Indemnitees, as applicable, are entitled to indemnification pursuant to this Section 7. The decision of the trial court as to the validity and amount of any claim in such Indemnification Claim Notice shall be nonappealable, binding and conclusive upon the Parties and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Amount in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
Litigation of Contested Claims. Either Purchaser or the Indemnifying Sellers may bring suit as provided in Sections 8.12 and 8.13 to resolve the Contested Claim. Judgment upon any award rendered by the trial court as to the validity and amount of any claim in such Claim Notice may be entered in any court having jurisdiction, such award or judgment shall be immediately paid to the successful party, and the Escrow Agent shall be entitled to act in accordance with such award or judgment and make or withhold payments out of the Escrowed Amount in accordance therewith. Notwithstanding the foregoing, any award rendered or judgment entered by the trial court shall be subject to appeal pursuant to Applicable Law, and, once any such appeals are resolved and all appeals rights are either exhausted or waived, the resulting final decision shall be binding and conclusive upon the parties to this Agreement. In the event the final, binding and conclusive decision on appeal reverses the trial court’s initial award and/or judgment, any payment previously made to the successful party shall be returned within a reasonable time.
