Common use of Objections to Claims for Indemnification Clause in Contracts

Objections to Claims for Indemnification. No such payment shall be made under Section 7.3(a) if the Stockholder Representative shall, after reviewing the claims therein, object in a written statement to the claims made in the Officer’s Certificate which Objection Notice shall contain a description of the basis of such objection (an “Objection Notice”), and be received by Buyer and the Escrow Agent prior to the expiration of the thirtieth (30th) day after the Stockholder Representative’s and the Escrow Agent’s receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss”). If the Stockholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate and payment in respect of such Losses shall thereafter by made by the Escrow Agent from the Indemnification Escrow Fund to Buyer or the Indemnified Party up to the then-remaining balance in the Indemnification Escrow Fund in accordance with this Section 7.3.

Objections to Claims for Indemnification. No such payment Upon receipt of an Officer’s Certificate or a Securityholder Representative’s Certificate, as appropriate, from an Indemnified Party, the Securityholder Representative, the Company or the Parent, as the case may be (the “Indemnifying Party”), shall review the claims therein and shall be made under Section 7.3(a) if the Stockholder Representative shall, after reviewing the claims therein, entitled to object in a written statement to the claims made in the Officer’s Certificate which such certificate (an “Objection Notice”), such Objection Notice shall to contain a description of the basis of such objection (an “Objection Notice”), and shall be received by Buyer and the Escrow Agent delivered to Indemnified Party prior to the expiration of the thirtieth (30th) day after the Stockholder Representative’s and the Escrow Agent’s its receipt of the such Officer’s Certificate or Securityholder Representative’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss”). If the Stockholder Representative Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate and payment in respect of such Losses shall thereafter by made by or Securityholder Representative’s Certificate, provided that the Escrow Agent from the Indemnification Escrow Fund to Buyer Officer’s Certificate or the Indemnified Party up to the then-remaining balance in the Indemnification Escrow Fund Securityholder Representative’s Certificate has been validly delivered in accordance with this Section 7.38.1 hereof. If the Indemnifying Party does not so object then, subject to the limitations set forth herein, the amount of Losses claimed shall be paid in accordance with the provisions of Section 6.3(a).

Objections to Claims for Indemnification. No such The payment of any amount under Section ‎9.4(b) shall be made under delayed pending resolution pursuant to Section 7.3(a‎9.4(e) if (i) with respect to any claim for indemnification pursuant to Section ‎9.2(a), the Stockholder Securityholder Representative shall, after reviewing the claims therein, shall object in a written statement to the claims claim made in the Officer’s Certificate which in a written statement labeled “Objection Notice shall contain a description of the basis of such objection Notice” (an “Objection Notice”), and be such Objection Notice shall have been received by Buyer CryoLife and the Escrow Agent prior to 12:01 a.m. Eastern Time on the expiration of the thirtieth sixty-fifth (30th65th) day Business Day after the Stockholder Representative’s and the Escrow Agent’s its receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses with respect to any claim for indemnification pursuant to Section ‎9.2(b), CryoLife shall object to the claim made in the Claim Certificate in an Objection Notice, and such Objection Notice shall have been received by the Securityholder Representative prior to 12:01 a.m. Eastern Time on the sixty-fifth (each an “Agreed-Upon Loss”)65th) Business Day after its receipt of the Claim Certificate. If the Stockholder Securityholder Representative (with respect to any claim for indemnification pursuant to Section ‎9.2(a)) or CryoLife (with respect to any claim for indemnification pursuant to Section ‎9.2(b)) (as applicable, the “Responding Party”) does not object in writing within such 30sixty-day five (65) Business Day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative Responding Party that the Buyer Indemnified Party Person or Seller Indemnified Person, as applicable, is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate or Claim Certificate, and payment in respect of such Losses shall thereafter by be made by the Escrow Agent from the Indemnification Escrow Fund to Buyer or the Indemnified Party up to the then-remaining balance in the Indemnification Escrow Fund in accordance with this Section 7.3‎9.4(b).

Objections to Claims for Indemnification. No such payment shall be made under Section 7.3(a7.4(b) if the Stockholder Representative shall, after reviewing the claims therein, shall object in a written statement to the claims claim made in the Officer’s Certificate which Objection Notice shall contain a description of the basis of such objection (an “Objection Notice”), and be received by Buyer such Objection Notice shall have been delivered to Parent and the Escrow Agent prior to the expiration of 11:59 p.m. (ET) on the thirtieth (30th) day after the Stockholder Representative’s and the Escrow Agent’s receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive waives the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss, except to the extent that the Stockholder Representative disagrees with the mathematical calculation of the amount of such Agreed-Upon Loss or whether such amount is included within the definition of “Dissenting Share Payments,” “Excess Third Party Expenses,” “Excess Company Debt,” “Shortfall Amount,” or “Agent Interpleader Expenses or Agent Indemnification Expenses”), as the case may be. If the Stockholder Representative does not object in writing within such 30-day thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate Certificate, and payment in respect of such Losses shall thereafter by be made by the Escrow Agent from the Indemnification Escrow Fund to Buyer or the Indemnified Party up to the then-remaining balance in the Indemnification Escrow Fund in accordance with this Section 7.37.4(b).