Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agent (defined in Section 7.7 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares or other property pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares or other property in the Escrow Fund in accordance with Section 7.4 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Fonix Corp)

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Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Agent (defined in Section 7.7 below) Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Purchaser or the Indemnified Party, as the case may be, of any Escrow Shares, Additional Escrow Shares or other property Amounts pursuant to Section 8.4 8.5(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Seller to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent Agent, pursuant to the terms of the Escrow Agreement, shall make delivery of Escrow Shares, Additional Escrow Shares or other property in transfer the funds from the Escrow Fund in accordance with Section 7.4 8.5(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Seller shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period, then the Escrow Agent will not transfer any amounts disputed by Seller in such written statement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westell Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Agent (defined in Section 7.7 below) Escrow Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Shares, Additional Escrow Shares or other property Amounts pursuant to Section 8.4 7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Escrow Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares or other property in the cash from the Escrow Fund in accordance with Section 7.4 7.2(e) hereof; provided, provided however, that no such payment or delivery may -------- ------- be made if the Stockholders' Agent Escrow Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Share Acquisition Agreement (Concentric Network Corp)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agent (defined in Section 7.7 8.8 below) and ), and, for a period of thirty (30) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares Acquirer Common Stock or other property pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares the Acquirer Common Stock or other property in the Escrow Fund in accordance with Section 7.4 8.5 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, Certificate and such statement shall have been delivered to the Escrow Agent and to Buyer Acquirer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agent Representative by or on behalf of Acquiror (defined in Section 7.7 belowon behalf of itself or any other Indemnified Person) and for a period of thirty (30) 30 days after such deliverydelivery to the Escrow Agent and Representative of such Officer’s Certificate, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares shares or other property pursuant to Section 8.4 hereof 10.5 unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Representative to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares the shares or other property in the Escrow Fund in accordance with Section 7.4 hereof10.5; provided, provided however, that no such payment or delivery may be made if and to the Stockholders' Agent extent the Representative shall object in a written statement to the any claim or claims made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30) 30 day period.

Appears in 1 contract

Samples: Merger Agreement (Gric Communications Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agent (defined in Section 7.7 below) by certified mail, return receipt requested, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares, Shares or Additional Escrow Shares or other property pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of Escrow Shares, Shares or Additional Escrow Shares or other property in the Escrow Fund in accordance with Section 7.4 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Fonix Corp)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Agent (defined in Section 7.7 below) Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Autodesk or the Indemnified Party, as the case may be, of any Escrow Shares, Additional Escrow Shares or other property Amounts pursuant to Section 8.4 9.5.3 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Seller to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery Agent, pursuant to the terms of Escrow Shares, Additional Escrow Shares or other property in the Escrow Fund Agreement, shall transfer the funds from the Escrow Amount in accordance with Section 7.4 9.5.3 hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Seller shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period, then the Escrow Agent will not transfer any amounts disputed by Seller in such written statement.

Appears in 1 contract

Samples: Technology Transfer Agreement (Avatech Solutions Inc)

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Objections to Claims. At Upon the time of delivery of any an Officer's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such Officer's Certificate shall be delivered certificate to the Stockholders' Agent (defined in Section 7.7 below) Xxxxx and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares WMT Common Stock or other property pursuant to Section 8.4 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Spokesperson for Xxxxx ("Spokesperson"), initially Xxxxx, but also any successor as chosen by Xxxxx, to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares the WMT Common Stock or other property in the Escrow Fund in accordance with Section 7.4 8.6 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent Spokesperson shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Western Micro Technology Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersSellers' Agent (defined in Section 7.7 8.8 below) and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares cash or other property assets pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the StockholdersSellers' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares the cash or other property assets in the Escrow Fund in accordance with Section 7.4 8.5 hereof, provided that no such payment or delivery may be made if the StockholdersSellers' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cisco Systems Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Escrow Fund Recipient Agent (defined in Section 7.7 below) and for a period of thirty twenty (3020) days after such delivery, the Escrow Agent shall make no delivery to Purchaser of any amount from the Escrow Shares, Additional Fund or the After-Tax Escrow Shares or other property Earnings pursuant to Section 8.4 4(a) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Escrow Fund Recipient Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of Escrow Shares, Additional Escrow Shares or other property in funds from the Escrow Fund and the After-Tax Escrow Earnings in accordance with Section 7.4 4(a) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Escrow Fund Recipient Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty twenty (3020) day period.

Appears in 1 contract

Samples: Escrow Agreement (Clorox Co /De/)

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