PARTIALLY CONTESTED CLAIMS. If Seller in the Response Notice agrees that the Escrow Shares and cash, if applicable, equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to such Buyer Indemnitee, the Escrow Agent shall, no later than three (3) Business Days after receipt of the Response Notice, transfer, deliver, and assign to such Buyer Indemnitee such number of the Escrow Shares and/or cash equal to the Agreed Amount and subject to reduction pursuant to Section 3(e).
PARTIALLY CONTESTED CLAIMS. If the Shareholders Representative in the Response Notice agrees that part, but not all, of the Claimed Amount is valid, the Escrow Agent shall promptly following the required delivery date for the Response Notice release to Parent that number of Shareholders Indemnity Shares sufficient to satisfy the Agreed Amount, as determined pursuant to Section 10.5 of the Merger Agreement.
PARTIALLY CONTESTED CLAIMS. If the Stockholder in the Response Notice agrees that part, but not all, of the Claimed Amount may be released from the Escrow Account to such Indemnitee, the Escrow Agent shall, no later than five business days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee the Agreed Amount (or such lesser amount as is then held in the Escrow Account).
PARTIALLY CONTESTED CLAIMS. If the Company Stockholders' Representatives, in the Response Notice, agree that Escrow Shares having a Fair Market Value equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to such Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee such number of Escrow Shares held in the Escrow Account which have a Fair Market Value equal to the Agreed Amount (or such lesser number of Escrow Shares as is then held in the Escrow Account).
PARTIALLY CONTESTED CLAIMS. If the Skipping Stone Stockholders deliver a Response Notice agreeing that Escrow Shares (or other property held in the Escrow Account) collectively having a Stipulated Value equal to less than the full Claimed Amount may be released from the Escrow Account to Parent, the Escrow Agent shall, within five (5) days following the receipt of such Response Notice, deliver to Parent Escrow Shares (or other property held in the Escrow Account) collectively having a Stipulated Value equal to the Agreed Share Amount. Such payment shall not be deemed to be made in full satisfaction of the claim described in such Claim Notice, but shall count toward the satisfaction of the claim described in such Claim Notice.
PARTIALLY CONTESTED CLAIMS. If the Stockholders' Agent in the Response Notice agrees that part, but not all, of the Claimed Amount is valid, the Escrow Agent shall in a timely manner following the required delivery date for the Response Notice release to Parent for cancellation in accordance with Section 2(d)(iii)(C) above that number of Company Stockholders' Indemnity Shares sufficient to satisfy the Agreed Amount. The number of Company Stockholders' Indemnity Shares sufficient to satisfy the Agreed Amount shall be calculated and agreed upon by the Stockholders' Agent and Parent and certified in writing to the Escrow Agent. The Escrow Agent shall have no duty to verify or determine the number of Company Stockholders' Indemnity Shares sufficient to satisfy the Agreed Amount.
PARTIALLY CONTESTED CLAIMS. Subject to Sections 3(b) and 3(c), if the Shareholders' Representative in the Response Notice agrees that an amount of Escrow Shares having a Fair Market Value equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to such Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice, transfer, deliver and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the Agreed Amount (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the date of actual receipt by the Escrow Agent of the Response Notice. In the event (i) the provisions of Section 3(b) preclude the Escrow Agent from delivering any Contingent Shares which would be required to satisfy the Agreed Amount and (ii) a Negative Determination has been delivered to the Escrow Agent, then no later than ten days after the Measurement Date, the Escrow Agent shall transfer, deliver, and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the portion of the Agreed Amount not previously satisfied pursuant to this subsection (d) (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the Measurement Date.
PARTIALLY CONTESTED CLAIMS. If the Indemnifying Party delivers a Response Notice agreeing to pay less than the full Claimed Amount to the Indemnitee, such payment shall be made within fifteen (15) business days thereafter and shall not be deemed to be made in full satisfaction of the Claim described in such Claim Notice, but shall count toward the satisfaction of the Claim described in such Claim Notice.
PARTIALLY CONTESTED CLAIMS. If a Response Notice delivered by the Shareholder Representative in response to a Claim Notice contains instructions to the effect that cash having a value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice is to be released from the Escrow to Parent, then (i) the Escrow Agent shall promptly deliver to Parent cash having a value which is equal to such specified portion of such Claim Amount, and (ii) the procedures set forth in Sections 3.3(c) and (d) of this Escrow Agreement, as applicable, shall be followed with respect to the remaining portion of such Claim Amount.
PARTIALLY CONTESTED CLAIMS. If the Shareholders in the Response Notice agree that part, but not all, of the Claimed Amount is valid, the Escrow Agent shall promptly following the required Response Date release to Computone, as directed by Computone, that number of Escrow Shares from the Stock Escrow Account the Value of which is sufficient to satisfy the Agreed Amount or that amount of Escrow Cash or from the Cash Escrow Account which is sufficient to satisfy the Agreed Amount or that amount of Escrow Shares and Escrow Cash as together are sufficient to satisfy the Claimed Amount.
