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 Shareholders' Agent (defined in Section 8.09 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Acquiror prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent (defined in Section 8.09 8.8 below) and ), and, for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Acquirer Common Stock or other property pursuant to Section 8.05 8.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquirer Common Stock or other property in the Escrow Fund in accordance with Section 8.05 8.5 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Acquiror Acquirer prior to the expiration of such thirty (30) day period.

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 ShareholdersStockholders' Agent (defined in Section 8.09 8.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's CertificateAgent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.05 8.6 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.05 8.6 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' Agent shall object in a written statement to the claim made in the Officer's CertificateCertificate (the "Objective Notice"), and 49 56 such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

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 ShareholdersStockholders' Agent (defined in Section 8.09 9.7 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.05 9.4 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.05 9.4 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Acquiror prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof10.4, provided PROVIDED that no such payment or delivery may be made if the Shareholders' Agent Agents 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 Acquiror prior to the expiration of such thirty (30) day period.

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 ShareholdersStockholders' Agent Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof10.4, provided PROVIDED that no such payment or delivery may be made if the ShareholdersStockholders' Agent Agents 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 Acquiror prior to the expiration of such thirty (30) day period.

Objections to Claims. (a) At the time of delivery of any Acquiror Officer's Certificate to the Escrow Agent, a duplicate copy of such Acquiror Officer's Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.09 8.8 below) and for a period of thirty forty-five (3045) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.05 8.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.05 8.5 hereof, provided that no such payment or delivery may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Acquiror Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) day period.

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 Shareholders' Agent Representative (defined in Section 8.09 8.8 below) and for a period of thirty forty-five (3045) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.05 8.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Representative to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.05 8.5 hereof, provided that no such payment or delivery may be made if the Shareholders' Agent 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 Acquiror prior to the expiration of such thirty forty-five (3045) day period.

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 Shareholders' Agent Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof10.4, provided PROVIDED that no such payment or delivery may be made if the Shareholders' Agent Agents 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 Acquiror HearMe prior to the expiration of such thirty (30) day period.

Objections to Claims. At the time of delivery of any a Parent Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Shareholders' Agent (defined in Section 8.09 below) Company Stockholder Representative, and for at the time of delivery of a Company Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Parent Stockholder Representative. For a period of thirty (30) 30 days after any such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery transfer to AUTC Delaware or the Surviving Corporation, as the case may be, of any Escrow Shares or other property Amounts pursuant to Section 8.05 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make applicable Stockholder Representative, against whom delivery of the Officer's Certificate was made, authorizing such deliverytransfer. After the expiration of such thirty (30) -day period, the Escrow Agent shall make delivery transfer shares of the Escrow Shares or other property in stock from the Escrow Fund in accordance with Section 8.05 9.2(e) hereof, provided that no such payment or delivery transfer may be made if the Shareholders' Agent applicable Stockholder Representative, against whom delivery of the Officer's Certificate was made, 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 Acquiror prior to the expiration of such thirty (30) -day period.

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 ShareholdersStockholders' Agent Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof10.5, provided PROVIDED that no such payment or delivery may be made if the ShareholdersStockholders' Agent Agents 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 Acquiror prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent Stockholders Representative by or on behalf of Mercury (defined in Section 8.09 belowon behalf of itself or any other Indemnified Person) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's ’s Certificate, the Escrow Agent shall make no delivery not release any portion of the Escrow Shares or other property pursuant to Fund in accordance with Section 8.05 hereof 7.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Stockholders Representative to make such delivery. After the expiration of such thirty (30) thirty-day period, the Escrow Agent shall make delivery release all or a portion of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof7.5; provided, provided however, that no such payment or delivery may be made if and to the Shareholders' Agent extent the Stockholders 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 Acquiror Mercury prior to the expiration of such thirty (30) thirty-day period.

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 by Acquiror to the ShareholdersStockholders' Agent (defined in Section 8.09 below) and and, for a period of thirty (30) 20 days after such delivery to the Escrow Agent of such Officer's CertificateAgent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock, cash or other property pursuant to Section 8.05 hereof SECTION 8.5 unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) 20-day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock, cash or other property in the Escrow Fund in accordance with Section 8.05 hereofSECTION 8.5 and as set forth in a certificate provided by Acquiror, provided PROVIDED that no such payment or delivery may be made if the ShareholdersStockholders' 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 Acquiror prior to the expiration of such thirty (30) 20-day period.

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 ShareholdersStockholders' Agent (defined in Section 8.09 9.8 below) and ), and, for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Parent Common Stock or other property pursuant to Section 8.05 9.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.05 9.5 hereof, provided PROVIDED that no such payment or delivery may be made if the ShareholdersStockholders' 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 Acquiror Parent prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent Representatives of the Shareholders (defined in Section 8.09 10.2(i) below) and for a period of thirty forty-five (3045) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 10.2(b) hereof unless the Escrow Agent shall have received written authorization from either of the Shareholders' Agent Representatives of the Shareholders to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 10.2(b) hereof, provided that no such payment or delivery may be made if the Shareholders' Agent Representative of the Shareholders 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 Acquiror PTI prior to the expiration of such thirty forty-five (3045) day period.

Objections to Claims. (i) 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 Shareholders' Securityholder Agent (as defined in Section 8.09 below9.3(g)) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Acquiror of Escrow Shares or other property any shares of Acquiror Common Stock pursuant to Section 8.05 9.3(d)(i) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in shares of Acquiror Common Stock from the Escrow Fund in accordance with Section 8.05 9.3(d)(i) hereof, provided that no such payment or delivery may be made if the Shareholders' Securityholder 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 Acquiror prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent (defined in Section 8.09 below) Seller and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery transfer to Autodesk or the Indemnified Party, as the case may be, of any Escrow Shares or other property Amounts pursuant to Section 8.05 9.5.3 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' 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 the Escrow Shares or other property in Agreement, shall transfer the funds from the Escrow Fund Amount in accordance with Section 8.05 9.5.3 hereof; provided, provided however, that no such payment or delivery may be made if the Shareholders' 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 Acquiror 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.

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 Shareholders' Agent Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after -47- such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof10.4, provided PROVIDED that no such payment or delivery may be made if the Shareholders' Agent Agents 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 Acquiror prior to the expiration of such thirty (30) day period.

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 ShareholdersStockholders' Agent (defined in Section 8.09 7.7 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares or other property pursuant to Section 8.05 8.4 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares, Additional Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 7.4 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Acquiror Buyer prior to the expiration of such thirty (30) day period.

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 Shareholders' Agent (defined in Section 8.09 8.7 below) and for a period of thirty (30) days after such delivery to the Escrow Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Parent Common Stock or other property pursuant to Section 8.05 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock or other property in the Escrow Fund Funds in accordance with Section 8.05 8.4 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Acquiror Parent prior to the expiration of such thirty (30) day period.

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 ShareholdersStockholders' Agent (defined in Section 8.09 8.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's CertificateAgent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock, cash, or other property pursuant to Section 8.05 8.6 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.05 8.6 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Acquiror prior to the expiration of such thirty (30) day period.