Common use of Negotiation and Resolution Clause in Contracts

Negotiation and Resolution. In case the Stockholder Representative shall so object in writing to any claim or claims by Parent made in any Officer’s Certificate, Parent shall have thirty (30) days to respond in a written statement to the objection of the Stockholder Representative. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholder Representative and Parent shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms thereof.

Negotiation and Resolution. In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s Certificate, Parent Acquiror shall have thirty (30) 45 days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30) 45-day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Parent Acquiror shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Available Escrow Fund in accordance with the terms thereof.

Negotiation and Resolution. In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Parent Buyer made in any Officer’s Certificate, Parent Buyer shall have thirty (30) 30 days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30) -day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Parent Buyer shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Parent Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock Buyer Shares or other property from the Escrow Fund in accordance with the terms thereof.

Negotiation and Resolution. In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s Certificate, Parent Acquiror shall have thirty (30) 30 days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30) -day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Parent Acquiror shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Available Escrow Fund in accordance with the terms thereof.

Negotiation and Resolution. In case the Stockholder Stockholders’ Representative shall so object in writing to any claim or claims by Parent made in any Officer’s Certificate, Parent shall have thirty (30) 30 days to respond in a written statement to the objection of the Stockholder Stockholders’ Representative. If after such thirty (30) -day period there remains a dispute as to any claims, the Stockholder Stockholders’ Representative and Parent shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Stockholders’ Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock funds or other property from the Escrow Fund in accordance with the terms thereof.

Negotiation and Resolution. In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer’s Certificate, Parent Acquiror shall have thirty (30) 30 days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30) -day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Parent Acquiror shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Parent Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Available Escrow Fund in accordance with the terms thereof.. 8.6

Negotiation and Resolution. In case the Stockholder Representative Shareholders’ Agent shall so object in writing to any claim or claims by Parent made in any Officer’s Certificate, Parent shall have thirty (30) 30 days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders’ Agent. If after such thirty (30) -day period there remains a dispute as to any claims, the Stockholder Representative Shareholders’ Agent and Parent shall attempt in good faith for sixty (60) 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders’ Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock funds or other property from the Escrow Fund in accordance with the terms thereof.