Common use of Objections to Claims Clause in Contracts

Objections to Claims. For a period of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agent, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent to make any offsetting notation to the Promissory Notes unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent to make such delivery or notation. After the expiration of such forty-five (45) day period, the Cash Escrow Agent shall make delivery of Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid and, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, that no such delivery, offset or notation 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five (45) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Cash Papyrus Stockholders and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation Shares, Additional Escrow Shares or direct the Exchange Agent other property pursuant to make any offsetting notation to the Promissory Notes Section 8.4 hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent Papyrus Stockholders to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of Escrow Cash Shares, Additional Escrow Shares or Acquiror shall receive an offset to other property in the Future Compensation not yet paid andEscrow Fund in accordance with Section 7.4 hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made if the Shareholders' Agent Papyrus Stockholders 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 Cash Escrow Agent (if any) or and to Acquiror Buyer prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Escrow Agent, a duplicate copy of such certificate shall be delivered to the Cash Company Stockholder Agent (as defined in Section 4.2(i)) and for a period of ten (10) business days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts out of the Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent Fund, pursuant to make any offsetting notation to the Promissory Notes Section 4.2(e)(A)(i) hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Company Stockholder Agent to make such delivery or notationdelivery. After the expiration of such forty-five ten (4510) business day period, the Cash Escrow Agent shall make delivery of an amount from the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 4.2(e)(A)(i) hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made made, or retained for purposes of extending the Escrow pursuant to Section 4.2(c), if the Shareholders' Company Stockholder 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five ten (4510) business day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Escrow Agent, Escrow Agent or NAI shall promptly notify each of the Cash Sellers via facsimile pursuant to Section 8(f) below and a duplicate copy of such certificate shall be delivered to each of the Sellers, and for a period of twenty (20) days after such delivery the Escrow Agent shall make no delivery to NAI or its Subsidiaries of any General or Special Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent to make any offsetting notation to the Promissory Notes Amount(s) specified in such Officer's Certificate unless the Cash Escrow Agent or Acquiror shall have received written authorization from each of the Shareholders' Agent Sellers to make such delivery or notationdelivery. After the expiration of such forty-five twenty (4520) day period, the Cash Escrow Agent shall make delivery of an amount from the applicable Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid and, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory NotesFund in accordance with such Officer's Certificate and Section (c)(v) hereof, provided, that that, no such delivery, offset payment or notation delivery may be made if the Shareholders' Agent both Sellers 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five twenty (4520) day period. The Sellers will only submit an objection in good faith.

Objections to Claims. For 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 forty-five thirty (4530) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agentsuch delivery, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation Shares or direct the Exchange Agent to make any offsetting notation to the Promissory Notes Additional Escrow Shares unless the Cash Escrow Agent or Acquiror shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of Escrow Cash Shares or Acquiror shall receive an offset to the Future Compensation not yet paid andAdditional Escrow Shares in accordance with Section 7.4 hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made if the ShareholdersStockholders' 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 Cash Escrow Agent (if any) or and to Acquiror Buyer prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For At the time of delivery of any Officer’s Certificate to the Escrow Agent, SERENA shall cause to be delivered a duplicate copy of such certificate to ** and for a period of forty-five (45) days after delivery receipt by the Escrow Agent of any Acquiror such Officer's Certificate to the Shareholders' Agent’s Certificate, the Cash Escrow Agent shall make no delivery to SERENA of Escrow Cash and Acquiror shall not withhold any payment shares of Future Compensation or direct the Exchange Agent SERENA Common Stock pursuant to make any offsetting notation to the Promissory Notes Section 1.3(d) hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent ** to make such delivery or notationdelivery. After the expiration of such forty-five (45) day period, the Cash Escrow Agent shall instruct the transfer agent of the Escrow Shares to make delivery of shares of SERENA Common Stock from the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 1.3(d) hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made by the Escrow Agent if the Shareholders' Agent ** shall object in a written statement to the claim any Claim or Claims made in the Acquiror Officer's Certificate’s Certificate (the “Disputed Claim”), and such statement shall have been delivered to the Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five (45) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror -------------------- Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Shareholders' AgentAgents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent Shares pursuant to make any offsetting notation to the Promissory Notes Section 10.4 unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent Agents to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of the Escrow Cash or Acquiror shall receive an offset to Shares in the Future Compensation not yet paid andEscrow Fund in accordance with Section 10.4, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset or notation delivery -------- may be made if the Shareholders' Agent Agents 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 Cash Escrow Agent (if any) or and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Shareholders' AgentAgent and, except with respect to Damages related to Excess Debt or Transaction Expenses, for a period of twenty (20) days after such delivery, the Cash Escrow Agent shall make no delivery of Escrow Shares and/or Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent pursuant to make any offsetting notation to the Promissory Notes Section 12.5 unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent to make such delivery delivery. Promptly after the receipt of an Officer's Certificate with respect to Excess Debt or notation. After Transaction Expenses, which shall be conspicuously noted on the Officers' Certificate, and, in all other cases, immediately after the expiration of such forty-five twenty (4520) day period, the Cash Escrow Agent shall make delivery of Escrow Shares and/or Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid and, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, in accordance with Section 12.5; provided, that no such delivery, offset or notation delivery may be made if the Shareholders' Agent shall object in a written statement has objected to the claim made in the Acquiror Officer's Certificate, and such Certificate in a written statement shall have been delivered to the Cash Escrow Agent (if any) or and to Acquiror SportsLine prior to the expiration of such forty-five twenty (4520) day period.

Objections to Claims. For 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 Escrow Fund Recipient Agent and for a period of forty-five twenty (4520) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agentsuch delivery, the Cash Escrow Agent shall make no delivery to Purchaser of any amount from the Escrow Cash and Acquiror shall not withhold any payment of Future Compensation Fund or direct the Exchange Agent After-Tax Escrow Earnings pursuant to make any offsetting notation to the Promissory Notes Section 4(a) hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Escrow Fund Recipient Agent to make such delivery or notationdelivery. After the expiration of such forty-five twenty (4520) day period, the Cash Escrow Agent shall make delivery of funds from the Escrow Cash or Acquiror shall receive an offset to Fund and the Future Compensation not yet paid andAfter-Tax Escrow Earnings in accordance with Section 4(a) hereof; provided, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, providedhowever, that no such delivery, offset payment or notation delivery may be made if the Shareholders' Escrow Fund Recipient Agent shall object in a written statement to the claim made in the Acquiror Officer's ’s Certificate, and such statement shall have been delivered to the Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five twenty (4520) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror 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 Cash Escrow Agent shall make no delivery to SCM of any Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent to make any offsetting notation to the Promissory Notes Amount specified in such Officer's Certificate unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of an amount from the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund, if appropriatecomputed in accordance with Section 8.2(m), direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notesin accordance with such Officer's Certificate and Section 8.2(d) hereof, provided, that that, no such delivery, offset payment or notation 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror -------------------- Officer's Certificate to the Shareholders' Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Cash Stockholders' Agents (as defined in Section 10.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares or Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent pursuant to make any offsetting notation to the Promissory Notes Section 10.3 unless the Cash Escrow Agent or Acquiror shall have received written authorization from the ShareholdersStockholders' Agent Agents to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of the Escrow Shares or Escrow Cash or Acquiror shall receive an offset to in the Future Compensation not yet paid andEscrow Fund in accordance with Section 10.3, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset or notation delivery may be made if the ShareholdersStockholders' Agent -------- Agents 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 Cash Escrow Agent (if any) or and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For Upon the time of delivery of an Officer's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such certificate to the Selling Shareholders and for a period of forty-five thirty (4530) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agentsuch delivery, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation STG Common Stock or direct the Exchange Agent other property pursuant to make any offsetting notation to the Promissory Notes Section 8.6 hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Spokesperson for the Selling Shareholders ("Spokesperson"), initially Xxxxxxx X. Xxxxxxxx, but also any successor as chosen by the Selling Shareholders' Agent , to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of the STG Common Stock or other property in the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 8.6 hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made if the Shareholders' Agent Spokesperson 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For 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 8.9 below) and for a period of forty-five thirty (4530) days after such delivery of any Acquiror Officer's Certificate to the Shareholders' Escrow Agent, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation Common Stock or direct the Exchange Agent other property pursuant to make any offsetting notation to the Promissory Notes Section 8.6 hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 8.6 hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made if the ShareholdersStockholders' 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 Cash Escrow Agent (if any) or and to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For Upon the time of delivery of an Officer's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such certificate to the Selling Shareholders and for a period of forty-five thirty (4530) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agentsuch delivery, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation STG Common Stock or direct the Exchange Agent other property pursuant to make any offsetting notation to the Promissory Notes Section 7(b) hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Spokesperson for the Selling Shareholders ("Spokesperson"), initially Xxxxxxxx, but also any successor as chosen by the Selling Shareholders' Agent , to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of the STG Common Stock or other property in the Earn-Out Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 7(b) hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made if the Shareholders' Agent Spokesperson 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror -------------------- Officer's Certificate to the Shareholders' Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Cash Securityholder Agent and for a period of twenty (20) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares or Primary Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct Secondary Escrow Cash, as the Exchange Agent case may be, pursuant to make any offsetting notation to the Promissory Notes Section 10.6 unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Securityholder Agent to make such delivery or notationdelivery. After the expiration of such forty-five twenty (4520) day period, the Cash Escrow Agent shall make delivery of the Escrow Shares and Primary Escrow Cash or Acquiror shall receive an offset to Secondary Escrow Cash from the Future Compensation not yet paid andPrimary Escrow Fund or Secondary Escrow Fund, if appropriateas the case may be, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notesin accordance with Section 10.7, provided, provided that no such delivery, offset or notation delivery may be made if the Shareholders' -------- Securityholder 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 Cash Escrow Agent (if any) or and to Acquiror prior to the expiration of such forty-five twenty (4520) day period.

Objections to Claims. For a period At the time of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the ShareholdersEscrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholders' Agent, and for a period of thirty (30) days after receipt by the Cash Escrow Agent of an Officer's Certificate, the Escrow Agent shall make no delivery to Parent of any Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent Amounts pursuant to make any offsetting notation to the Promissory Notes Section 5 hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the ShareholdersSecurityholders' Agent to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid shares of Parent Common Stock (and, if appropriateapplicable under Section 4(c) or Section 5(d), direct other assets in the Exchange Agent to make any appropriate offsetting notations to Escrow Fund) from the Promissory NotesEscrow Fund in accordance with Section 5 hereof, provided, provided that no such delivery, offset payment or notation delivery may be made if the ShareholdersSecurityholders' 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 Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For 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 8.8 below) and for a period of forty-five (45) days after such delivery to the Escrow Agent of any Acquiror such Officer's Certificate to the Shareholders' AgentCertificate, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation Common Stock, cash or direct the Exchange Agent other property pursuant to make any offsetting notation to the Promissory Notes Section 8.5 hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent to make such delivery or notationdelivery. After the expiration of such forty-five (45) day period, the Cash Escrow Agent shall make delivery of the Acquiror Common Stock, cash or other property in the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 8.5 hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation 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 Cash Escrow Agent (if any) or and to Acquiror prior to the expiration of such forty-five (45) day period.

Objections to Claims. For At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate promptly shall be delivered to the Seller or any successor thereto (including the Trust), and for a period of forty-five thirty (4530) days after such delivery of any Acquiror Officer's Certificate to the Shareholders' Agent, the Cash Escrow Agent shall make no delivery to Parent of any Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent to make any offsetting notation to the Promissory Notes Shares specified in such Officer’s Certificate unless the Cash Escrow Agent or Acquiror shall have received written authorization from Seller or any successor thereto (including the Shareholders' Agent Trust) to make such delivery or notationdelivery. After the expiration of such forty-five thirty (4530) day period, the Cash Escrow Agent shall make delivery of an amount from the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with such Officer’s Certificate and Section 8.2(e) hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation 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 Acquiror Officer's ’s Certificate, and such statement shall have been delivered to the Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. For At the time of delivery of any Officer's Certificate to the Escrow Agent, SERENA shall cause to be delivered a duplicate copy of such certificate to ** and for a period of forty-five (45) days after delivery receipt by the Escrow Agent of any Acquiror such Officer's Certificate to the Shareholders' AgentCertificate, the Cash Escrow Agent shall make no delivery to SERENA of Escrow Cash and Acquiror shall not withhold any payment shares of Future Compensation or direct the Exchange Agent SERENA Common Stock pursuant to make any offsetting notation to the Promissory Notes Section 1.3(d) hereof unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent ** to make such delivery or notationdelivery. After the expiration of such forty-five (45) day period, the Cash Escrow Agent shall instruct the transfer agent of the Escrow Shares to make delivery of shares of SERENA Common Stock from the Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid andFund in accordance with Section 1.3(d) hereof, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, provided that no such delivery, offset payment or notation delivery may be made by the Escrow Agent if the Shareholders' Agent ** shall object in a written statement to the claim any Claim or Claims made in the Acquiror Officer's CertificateCertificate (the "Disputed Claim"), and such statement shall have been delivered to the Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five (45) day period.