Common use of Objections to Claims; Resolution of Conflicts Clause in Contracts

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII for any Claim made pursuant to Section 7.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty (30) days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i), (A) the Claiming Party will have ten (10) days after receipt of such Claim Objection Notice to respond thereto and (B) the Claiming Party and the Responding Party will attempt in good faith during the ten (10)-day period after the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.9. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Indemnifying Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII ARTICLE VI for any Claim made pursuant to Section 7.2(a6.1(a) or Section 6.1(b) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty (30) twenty days following the Responding Indemnifying Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Indemnifying Party’s objection to such Claim. In the event that the Responding Indemnifying Party does not object to accept a Claim within the Claim Objection Period, (A) the Responding Indemnifying Party will be deemed to have accepted and agreed to rejected the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection PeriodNotice. (ii) In the event the Responding Indemnifying Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim or does not accept a Claim within the Claim Objection Period pursuant to Section 7.2(b)(i6.2(b)(i), (A) the Claiming Party will have ten (10) 20 days after receipt of such Claim Objection Notice or expiration of the Claim Objection Period (as applicable) to respond thereto to any Claim Objection Notice (if received) in a written statement or provide written notice that that no Claim Objection Notice has been received, and (B) the Claiming Party and the Responding Indemnifying Party will attempt in good faith during the ten (10)-day 20-day period after the Responding Indemnifying Party’s receipt of such written response or notice (as applicable) to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the then Claiming Party’s right to recovery in respect of such Claim will be (to the extent Claiming Party is the Buyer or a Buyer Indemnified Person, by offset against the Escrow Amount or payment in cash, as provided applicable, pursuant to Section 7.7 and 6.6) will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day 20-day period, then either the Claiming Party or the Responding Indemnifying Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.98.8 and Section 8.9. Any Legal Proceeding commenced by any Buyer Indemnified Person in accordance with this Section 6.2(b) may be commenced against the applicable Seller or, in lieu or of in addition to HK Seller, against Guarantor, and Guarantor hereby acknowledges and agrees that Guarantor and HK Seller shall be deemed to be jointly and severally liable in any such Legal Proceeding and for any Damages awarded in connection therewith. (iii) This Section 7.2(b6.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 8.9(b) or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will shall have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII for any Claim made pursuant to Section 7.2(a6.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty (30) ten business days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will shall specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will shall be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will shall be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s Purchaser Indemnified Persons’ right to recovery payment in respect of such Claim will be as provided from the Escrow Amount pursuant to Section 7.7 and will 6.1(b) or otherwise in accordance with Section 6.7, as applicable, shall be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i6.2(b)(i), (A) the Claiming Party will shall have ten (10) business days after receipt of such Claim Objection Notice to respond thereto and (B) in a written statement. If after such ten business day period there remains a dispute regarding the Claim, the Claiming Party and the Responding Party will shall attempt in good faith during the for ten (10)-day period after the Responding Party’s receipt of such written response business days to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s Purchaser Indemnified Persons’ right to recovery in respect of such Claim will be as provided by payment of the amount of such Claim from the Escrow Amount pursuant to Section 7.7 and will 6.1(b) or otherwise in accordance with Section 6.7, as applicable, shall be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day business day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.98.8. This Section 7.2(b6.2(b) will shall not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 6.6 or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII for any Claim made pursuant to Section 7.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty ten (3010) days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming PartyPurchaser Indemnified Person’s right to recovery in respect of such Claim will be by offset against the Holdback Consideration or payment in cash, as provided applicable, pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i), (A) the Claiming Party will have ten (10) days after receipt of such Claim Objection Notice to respond thereto and (B) the Claiming Party and the Responding Party will attempt in good faith during the ten (10)-day period after the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s Purchaser Indemnified Persons’ right to recovery in respect of such Claim will be by offset against the Holdback Consideration or payment in cash, as provided applicable, pursuant to Section 7.7 and 7.7, will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.99.10. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will shall have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII for any Claim made pursuant to Section 7.2(a9.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty (30) 30 days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will shall specify in reasonable detail the basis for the Responding Party’s objection to such the Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will shall be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will shall be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s Parties right to recovery payment in respect of such Claim will be as provided pursuant (subject to Section 7.7 and will this Article IX) shall be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i9.2(b)(i), (A) the Claiming Party will shall have ten (10) 15 days after receipt of such Claim Objection Notice to respond thereto and (B) in a written statement. If after such 15-day period there remains a dispute regarding the Claim, the Claiming Party and the Responding Party will shall attempt in good faith during the for ten (10)-day period after the Responding Party’s receipt of such written response days to reach a settlement of such Claim. If such a settlement is reached with respect to such the Claim, the Claiming Party’s right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will payment shall be effective as of the date of settlement. . (iii) If no such settlement can be reached after good faith negotiation during such ten (10)-day periodthe 15-day period contemplated by Section 9.2(b)(ii), either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.9. 10.6. (iv) This Section 7.2(b9.2(b) will shall not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 9.7 or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article ARTICLE VII for any Claim made pursuant to Section 7.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty ten (3010) days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s Purchaser Indemnified Persons’ right to recovery in respect of such Claim will be by offset against the Holdback Amount or payment in cash, as provided applicable, pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i), (A) the Claiming Party will have ten (10) days after receipt of such Claim Objection Notice to respond thereto and (B) the Claiming Party and the Responding Party will attempt in good faith during the ten (10)-day period after the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s Purchaser Indemnified Persons’ right to recovery in respect of such Claim will be by offset against the Holdback Amount or payment in cash, as provided applicable, pursuant to Section 7.7 and will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.99.10. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwise.

Objections to Claims; Resolution of Conflicts. (ia) The Responding Party will Shareholders' Agent shall have the right to object to one or more of the Claiming Party’s right claims set forth in any Officer's Certificate delivered by Parent to be indemnified pursuant to this Article VII for any Claim made pursuant to Section 7.2(a) the Shareholders' Agent by delivering serving written notice of such objection (each, a “Claim Objection Notice”) thereof to Parent and the applicable Claiming Party Escrow Agent within thirty (30) days Business Days following the Responding Party’s receipt delivery of a Claim Notice (such periodOfficer's Certificate, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will which notice shall specify in reasonable detail the basis for the Responding Party’s objection to such Claimobjection. In the event that the Responding Party Shareholders' Agent does not object to a Claim within claim in accordance with the Claim Objection Periodpreceding sentence by the close of business on the thirtieth (30th) Business Day following receipt by the Shareholders' Agent of the Officer's Certificate, (A) the Responding Party will Shareholders' Agent shall be deemed to have accepted and agreed to the Claim claim set forth in such Officer's Certificate on behalf of the Claim Notice Company Shareholders, and will shall be precluded from raising any objection thereto after following such date. In the Claim Objection Periodevent that the Shareholders' Agent accepts and agrees to a claim set forth in an Officer's Certificate, or is deemed to accept and (B) agree in accordance with the Claiming Party’s right immediately preceding sentence, the Shareholders' Agent and Parent shall instruct the Escrow Agent by jointly executed written notice to recovery in respect of such Claim will be as provided pursuant disburse the claimed amount to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection PeriodParent. (iib) In case the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect Shareholders' Agent shall so object in writing to any particular Claim pursuant to Section 7.2(b)(i)claim or claims by Parent made in any Officer's Certificate, Parent shall have thirty (A) the Claiming Party will have ten (1030) days after receipt of such Claim Objection Notice an objection by the Shareholders' Agent to respond thereto and (B) the Claiming Party in a written statement to Shareholders' Agent and the Responding Party will Escrow Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent shall attempt in good faith during for sixty (60) days to agree upon the ten (10)-day period after rights of the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached respective parties with respect to each of such Claimclaims. If the Shareholders' Agent and Parent should so agree, the Claiming Party’s right claims set forth in such Officer's Certificate shall be modified as necessary to recovery in respect of reflect such Claim will be as provided pursuant agreement, and the Shareholders' Agent and Parent shall instruct the Escrow Agent by jointly executed written notice to Section 7.7 and will be effective as of disburse the date of settlement. agreed amount to Parent. (c) If no such settlement agreement can be reached after good faith negotiation during such ten sixty (10)-day 60) day period, either the Claiming Party Parent or the Responding Party Shareholders' Agent may commence a Legal Proceeding pursue any and all legal remedies available to resolve such Claim in accordance with Section 9.9. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwiseparty.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII Section 6.10 for any Claim made pursuant to Section 7.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty ten (3010) days Business Days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s Purchaser Indemnified Persons’ or Seller Indemnified Persons’ right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i), (A) the Claiming Party will have ten (10) days Business Days after receipt of such Claim Objection Notice to respond thereto and (B) the Claiming Party and the Responding Party will attempt in good faith during the ten (10)-day 10)-Business Day period after the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s Purchaser Indemnified Persons’ or Seller Indemnified Persons’, as applicable, right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day 10) Business Day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.9. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwise.

Objections to Claims; Resolution of Conflicts. (i) The Responding Party will have the right to object to the Claiming Party’s right to be indemnified pursuant to this Article VII Section 6.11 for any Claim made pursuant to Section 7.2(a) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the applicable Claiming Party within thirty ten (3010) days Business Days following the Responding Party’s receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice with respect to any Claim will specify in reasonable detail the basis for the Responding Party’s objection to such Claim. In the event that the Responding Party does not object to a Claim within the Claim Objection Period, (A) the Responding Party will be deemed to have accepted and agreed to the Claim set forth in the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (B) the Claiming Party’s Purchaser Indemnified Persons’ or Seller Indemnified Persons’ right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the day following the expiration of the Claim Objection Period. (ii) In the event the Responding Party timely delivers a Claim Objection Notice to the Claiming Party with respect to any particular Claim pursuant to Section 7.2(b)(i), (A) the Claiming Party will have ten (10) days Business Days after receipt of such Claim Objection Notice to respond thereto and (B) the Claiming Party and the Responding Party will attempt in good faith during the ten (10)-day 10)-Business Day period after the Responding Party’s receipt of such written response to reach a settlement of such Claim. If such a settlement is reached with respect to such Claim, the Claiming Party’s Purchaser Indemnified Persons’ or Seller Indemnified Persons’, as applicable, right to recovery in respect of such Claim will be as provided pursuant to Section 7.7 and will be effective as of the date of settlement. If no such settlement can be reached after good faith negotiation during such ten (10)-day 10) Business Day period, either the Claiming Party or the Responding Party may commence a Legal Proceeding to resolve such Claim in accordance with Section 9.90. This Section 7.2(b) will not apply to any Legal Proceeding for, or in any way limit the rights and remedies of any Party with respect to or such Party’s right to seek, specific performance, injunctive or declaratory relief or other equitable remedies pursuant to Section 7.6 or otherwise.