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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 certificate shall be delivered to the Shareholders' Agent, and for a period of thirty (30) days after such delivery the Escrow Agent shall make no delivery to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate 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 an amount from the Escrow Fund, computed in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) 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 prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somera Communications Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by the Escrow Agent to the Shareholders' Agent, and for a period of thirty (30) days after such delivery the Escrow Agent shall make no delivery to Xxxxxx SCM of any portion of the Escrow Fund Amount specified in such Officer's Certificate 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 an amount from the Escrow Fund, computed in accordance with Section 6.4(n8.2(m), in accordance with such Officer's Certificate and Section 6.4(l8.2(d) 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 prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SCM Microsystems Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholders' Agent, Stockholders Representative by or on behalf of Mercury (on 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 Certificate, the Escrow Agent shall make no delivery to Xxxxxx of not release any portion of the Escrow Fund specified in such Officer's Certificate accordance with Section 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 an amount from the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, 7.5; provided, thathowever, 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 Mercury prior to the expiration of such thirty (30) thirty-day period.

Appears in 1 contract

Samples: Merger Agreement (Mercury Interactive Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the ShareholdersStockholders' Agent, Agent and for a period of thirty (30) 30 days after such delivery delivery, the Escrow Agent shall make no delivery of Escrow Cash and Escrow Shares, as the case may be, pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 10.4 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 an amount from the Escrow FundCash or Escrow Shares, computed as the case may be, in the Escrow Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, 10.4; provided, thathowever, 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 BSQUARE prior to the expiration of such thirty (30) -day period.

Appears in 1 contract

Samples: Merger Agreement (Bsquare Corp /Wa)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate together with any documents Acquiror may have supporting such claim shall be delivered to the Shareholders' Agent, Agent (defined in Section 8.9 below) and for a period of thirty twenty (3020) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of an amount from the Acquiror Common Stock or other property in the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) 8.6 hereof, provided, that, 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 twenty (3020) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholders' Agent, Representatives of the Shareholders (defined in Section 10.2(i) below) and for a period of thirty forty-five (3045) days after such delivery delivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 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 an amount from the Escrow Fund, computed Shares or other property in the Escrow Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l10.2(b) hereof, provided, that, 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 PTI prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Share Acquisition Agreement (Performance Technologies Inc \De\)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate promptly shall be delivered to the Shareholders' AgentSeller or any successor thereto (including the Trust), and for a period of thirty (30) days after such delivery the Escrow Agent shall make no delivery to Xxxxxx Parent of any portion of the Escrow Fund Shares specified in such Officer's ’s Certificate unless the Escrow Agent shall have received written authorization from Seller or any successor thereto (including the Shareholders' Agent Trust) to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of an amount from the Escrow Fund, computed in accordance with Section 6.4(n), Fund in accordance with such Officer's ’s Certificate and Section 6.4(l8.2(e) hereof, provided, that, provided that no such payment or delivery may be -------- ---- made if Seller or any successor thereto (including the Shareholders' Agent Trust) 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 prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interwave Communications International LTD)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholders' Agent, Representative by or on behalf of Acquiror (on behalf of itself or any other Indemnified Person) and for a period of thirty (30) 30 days after such delivery to the Escrow Agent and Representative of such Officer’s Certificate, the Escrow Agent shall make no delivery of shares or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 10.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Representative to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of an amount from the shares or other property in the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, 10.5; provided, thathowever, that no such payment or delivery may be -------- ---- made if and to the Shareholders' 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 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 certificate Officer's Certificate shall be delivered to the Shareholders' Agent, Representative (defined in Section 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 Acquiror Common Stock or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 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 an amount from the Acquiror Common Stock or other property in the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) 8.5 hereof, provided, that, 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.

Appears in 1 contract

Samples: Merger Agreement (Crossroads 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 certificate Officer’s Certificate shall be delivered to the Shareholders' Agent, Stockholder Representative by or on behalf of SanDisk (on 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 Certificate, the Escrow Agent shall make no delivery to Xxxxxx of not release any portion of the Escrow Fund specified in such Officer's Certificate accordance with Section 7.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Stockholder 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 an amount from the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, 7.5; provided, thathowever, that no such payment or delivery may be -------- ---- made if and to the Shareholders' Agent extent the Stockholder 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 SanDisk prior to the expiration of such thirty (30) thirty-day period.

Appears in 1 contract

Samples: Merger Agreement (Sandisk Corp)

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 certificate shall be delivered to the Shareholders' Agent, each Star Shareholder and for a period of thirty (30) days after such delivery delivery, the Escrow Agent shall make no delivery of WMT Common or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make Spokesperson for Star and the Star Shareholders ("Spokesperson"), initially Phillip Shipp, but also any successor as chosen by the Star Sharehoxxxxx, xx xxxe such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of an amount from the WMT Common or other property in the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) 8.6 hereof, provided, that, provided that no such payment or delivery may be -------- ---- made if the Shareholders' 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 prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Micro Technology Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholders' Agent, Bridge Lender Representative by or on behalf of Parent (on behalf of itself or any other Indemnified Person) and for a period of thirty (30) 45 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 Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 9.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Bridge Lender Representative to make such delivery. After the expiration of such thirty (30) 45-day period, the Escrow Agent shall make delivery of an amount from the Escrow Fund, computed Shares or other property in the Escrow Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) hereof, provided, that, 9.5; provided that no such payment or delivery may be -------- ---- made if and to the Shareholders' Agent extent the Bridge Lender 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 Parent prior to the expiration of such thirty (30) 45-day period.

Appears in 1 contract

Samples: Merger Agreement (Telanetix,Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholders' AgentStockholder Agent (as defined in Section 7.3(g)), and notwithstanding anything to the contrary in this Agreement, for a period of thirty (30) days after such delivery delivery, the Escrow Agent shall make no delivery to Xxxxxx Parent of any portion cash from either of the Escrow Fund specified in such Officer's Certificate Funds pursuant to Section 7.3(e) unless the Escrow Agent shall have received written authorization from the Shareholders' Stockholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of an amount cash from the respective Escrow Fund, computed Funds in accordance with Section 6.4(n7.3(e), provided that notwithstanding anything to the contrary in accordance with such Officer's Certificate and Section 6.4(l) hereof, provided, thatthis Agreement, no such payment or delivery may be -------- ---- made if the Shareholders' Stockholder 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 prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Business Objects Sa)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholders' Agent, Representative (defined in Section 7.7 below) and for a period of thirty forty-five (3045) days after such delivery to the Shareholders' Representative of such Officer's Certificate, the Escrow Agent shall make no delivery of Purchaser Common Stock or other property pursuant to Xxxxxx of any portion of the Escrow Fund specified in such Officer's Certificate Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Shareholder Representative to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of an amount from the Purchaser Common Stock or other property in the Escrow Fund, computed Fund in accordance with Section 6.4(n), in accordance with such Officer's Certificate and Section 6.4(l) 7.4 hereof, provided, that, provided that no such payment or delivery may be -------- ---- made if the Shareholders' Agent Shareholder 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 Purchaser prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inference Corp /Ca/)