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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 Officer's Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.7 below) and for a period of forty-five (45) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 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 forty-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 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 prior to the expiration of such forty-five (45) day period.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems 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 and copies of any relevant supporting documentation shall be delivered to the Shareholders' Agent (defined in Section 8.7 below) Stockholder Representative, and for a period of forty-five thirty (4530) days after such deliverydelivery to the Stockholder Representative, the Escrow Agent shall make no delivery to Parent of any Escrow Shares or other property Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.4 7.2(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholders' Agent Stockholder 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 forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybergold 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 Certificate certificate shall be delivered to the Shareholders' Agent Crane Representative (as defined in Section 8.7 below10.2(j)) and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery to the Feiya Designee of any Escrow Shares or other property pursuant to Section 8.4 10.2(l)(i) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Crane Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Feiya Common Stock or other property in from the Escrow Fund in accordance with Section 8.4 10.2(e)(iv) hereof, provided provided, however, that no such payment or delivery may be made if the Shareholders' Agent Crane Representative 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 forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Acquisition Agreement (Silicon Motion Technology CORP)

Objections to Claims. At the time of delivery of any Officer's Certificate certificate described in Section 7.5(b) to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Buyer to the Shareholders' Agent (defined in Section 8.7 below) Shareholder Representative and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery distribution to Buyer of any funds contained in the applicable Escrow Shares or other property Account against which the Buyer Indemnification Claim was made pursuant to Section 8.4 hereof 7.5(b) unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Shareholder Representative to make such deliverydistribution. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of be directed to distribute funds from the Acquiror Common Stock or other property in the applicable Escrow Fund Account in accordance with Section 8.4 hereof7.5(b), 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 Buyer Indemnification Claim made in the Officer's Certificatesuch certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five thirty (45) day 30)-day period.

Appears in 1 contract

Samples: Merger Agreement (Mantech International 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 ShareholdersStockholders' Agent Agents (as defined in Section 8.7 10.7 below) and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery of the Escrow Shares or other property Consideration pursuant to Section 8.4 hereof 10.3 unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent Agents to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Consideration in the Escrow Fund in accordance with Section 8.4 hereof10.3, provided provided, however 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 forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Merger Agreement (Aspect Telecommunications 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 Shareholders' Agent (as defined in Section 8.7 10.8 below) and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery of Escrow Cash and Escrow Shares or other property pursuant to Section 8.4 hereof 10.3 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Cash and Escrow Shares in the Escrow Fund in accordance with Section 8.4 hereof10.3, 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 Niku prior to the expiration of such forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Merger Agreement (Niku 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 ShareholdersStockholders' Agent (defined in Section 8.7 7.8 below) and for a period of forty-five (45) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares Buyer Common Stock or other property pursuant to Section 8.4 7.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such forty-five (45) day days period, the Escrow Agent shall make delivery of the Acquiror Buyer Common Stock or other property in the Escrow Fund in accordance with Section 8.4 7.5 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 the Buyer prior to the expiration of such forty-five (45) day period.

Appears in 1 contract

Samples: Merger Agreement (Visual Networks 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 Shareholders' Agent (as defined in Section 8.7 10.8 below) and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery of Escrow Cash and Escrow Shares or other property pursuant to Section 8.4 hereof 10.3 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Cash and Escrow Shares in the Escrow Fund in accordance with Section 8.4 hereof10.3, 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 Endosonics prior to the expiration of such forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Endosonics 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 certificate shall be delivered to the Shareholders' Merger Agent (defined in Section 8.7 below) and counsel for the Trust and for a period of forty-five thirty (4530) days after receipt of such deliveryOfficer's Certificate by the Merger Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Shares or other property Amounts pursuant to Section 8.4 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Merger Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.4 8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholders' Merger 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 forty-five thirty (4530) day period, to the extent of the amount so objected.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

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 by Buyer to the Shareholders' Agent (defined in Section 8.7 below) Shareholder Representative and for a period of forty-five thirty (4530) days after such delivery, the Escrow Agent shall make no delivery distribution to Buyer of any funds contained in the Indemnification Escrow Shares or other property Account pursuant to Section 8.4 hereof 7.5(a) unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Shareholder Representative to make such deliverydistribution. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of be directed to distribute funds from the Acquiror Common Stock or other property in the Indemnification Escrow Fund Account in accordance with Section 8.4 hereof7.5(a), 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 Acquiror prior to the expiration of such forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Merger Agreement (Mantech International 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 ShareholdersStockholders' Agent (defined in Section 8.7 8.8 below) and for a period of forty-five (45) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.5 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 forty-five (45) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom 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 Shareholders' Agent (defined in Section 8.7 6.8 below) and for a period of fortytwenty-five (4525) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.4 6.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such fortytwenty-five (4525) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 6.5 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, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such fortytwenty-five (4525) day period.

Appears in 1 contract

Samples: Merger Agreement (I2 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 shall be delivered to the Shareholders' Agent (as defined in Section 8.7 10.9 below) and for a period of forty-five thirty (4530) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery of Escrow Shares or other property Assets pursuant to Section 8.4 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property Escrow Shares, Escrow Cash and Escrow Investments in the Escrow Fund in accordance with Section 8.4 hereof10.5, 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 received by the Escrow Agent and to Acquiror ESS prior to the expiration of such forty-five thirty (4530) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ess Technology Inc)