Common use of RELEASE WITHOUT CONTEST Clause in Contracts

RELEASE WITHOUT CONTEST. (a) If in his Response Notice the Representative agrees (or if the Representative fails to deliver a Response Notice within the required time period and as such is deemed to have agreed) that the Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Account to TriZetto, then the Escrow Agent shall promptly thereafter deliver to TriZetto from the Escrow Account Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Claimed Amount (or such lesser amount as is then held in the Escrow Account). (b) If the Representative in the Response Notice agrees that Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Agreed Amount may be released from the Escrow Account to TriZetto in the respective amounts set forth in the Response Notice, then the Escrow Agent shall promptly thereafter deliver to TriZetto such Agreed Amount or such lesser amount as is then held in the Escrow Account, and the provisions of Section 5 shall apply to the contested portion of the Claimed Amount. The amounts of Escrowed Property equal to the Agreed Amount that are to be released by the Escrow Agent to TriZetto from the Escrow Account under this Section shall be in such proportions of Escrow Shares and other Escrowed Property as may be requested by the Representative (subject to the availability of such type(s) of Escrowed Property at such time).

RELEASE WITHOUT CONTEST. (a) If in his Response Notice the Representative agrees (or if the Representative fails to deliver a Response Notice within the required time period and as such is deemed to have agreed) that the Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Account to TriZettoPlatinum, then the Escrow Agent shall promptly thereafter deliver to TriZetto Platinum from the Escrow Account Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Claimed Amount (or such lesser amount as is then held in the Escrow Account). (b) If the Representative in the Response Notice agrees that Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Agreed Amount may be released from the Escrow Account to TriZetto Platinum in the respective amounts set forth in the Response Notice, then the Escrow Agent shall promptly thereafter deliver to TriZetto Platinum such Agreed Amount or such lesser amount as is then held in the Escrow Account, and the provisions of Section 5 shall apply to the contested portion of the Claimed Amountapply. The amounts of Escrowed Property equal to the Agreed Amount that are to be released by the Escrow Agent to TriZetto Platinum from the Escrow Account under this Section shall be in such proportions of Escrow Shares and other Escrowed Property as may be requested by the Representative (subject to the availability of such type(s) of Escrowed Property at such time).

RELEASE WITHOUT CONTEST. (a) If in his Response Notice the Representative agrees (or if the Representative fails to deliver a Response Notice within the required time period and as such is deemed to have agreed) that the Escrowed Property Additional Merger Consideration having a value (computed in accordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Account to TriZettoFluence, then the Escrow Agent shall promptly thereafter deliver to TriZetto Fluence from the Escrow Account Escrowed Property Additional Merger Consideration having a value (computed in accordance with Section 4.4 below) equal to the Claimed Amount (or such lesser amount as is then held in the Escrow Account). (b) If the Representative in the Response Notice agrees that Escrowed Property Additional Merger Consideration having a value (computed in accordance with Section 4.4 below) equal to the Agreed Amount may be released from the Escrow Account to TriZetto Fluence in the respective amounts set forth in the Response Notice, then the Escrow Agent shall promptly thereafter deliver to TriZetto Fluence such Agreed Amount or such lesser amount as is then held in from present and future, if necessary, portions of the Escrow AccountAdditional Merger Consideration, and the provisions of Section 5 4 shall apply to the contested portion any and all of the Claimed Amount. The amounts of Escrowed Property equal to the Agreed Amount that are to be released being contested by the Escrow Agent to TriZetto from the Escrow Account under this Section shall be in such proportions of Escrow Shares and other Escrowed Property as may be requested by the Representative (subject to the availability of such type(s) of Escrowed Property at such time)Representative.

RELEASE WITHOUT CONTEST. (a) If in his Response Notice the Representative agrees (or if the Representative fails to deliver a Response Notice within the required time period and as such is deemed to have agreed) that the Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Account to TriZettoElmer's, then the Escrow Agent shall promptly thereafter deliver to TriZetto Elmer's from the Escrow Account Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Claimed Amount (or such lesser amount as is then held in the Escrow Account). (b) If the Representative in the Response Notice agrees that Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Agreed Amount may be released from the Escrow Account to TriZetto Elmer's in the respective amounts set forth in the Response Notice, then the Escrow Agent shall promptly thereafter deliver to TriZetto Elmer's such Agreed Amount or such lesser amount as is then held in the Escrow Account, and the provisions of Section 5 shall apply to the contested portion of the Claimed Amountapply. The amounts of Escrowed Property equal to the Agreed Amount that are to be released by the Escrow Agent to TriZetto Elmer's from the Escrow Account under this Section shall be in such proportions of Escrow Shares and other Escrowed Property as may be requested by the Representative (subject to the availability of such type(s) of Escrowed Property at such time).

RELEASE WITHOUT CONTEST. (a) If in his Response Notice the Representative agrees (or if the Representative fails to deliver a Response Notice within the required time period and as such is deemed to have agreed) that the Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the full Claimed Amount may be released from the Escrow Account to TriZetto, then the Escrow Agent shall promptly thereafter deliver to TriZetto from the Escrow Account Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Claimed Amount (or such lesser amount as is then held in the Escrow Account). (b) If the Representative in the Response Notice agrees that Escrowed Property having a value (computed in accordance with Section 4.4 below) equal to the Agreed Amount may be released from the Escrow Account to TriZetto in the respective amounts set forth in the Response Notice, then the Escrow Agent shall promptly thereafter deliver to TriZetto such Agreed Amount or such lesser amount as is then held in the Escrow Account, and the provisions of Section 5 shall apply to the contested portion of the Claimed Amount. The amounts of Escrowed Property equal to the Agreed Amount that are to be released by the Escrow Agent to TriZetto from the Escrow Account under this Section 4.3 shall be in such proportions of Escrow Shares Shares, and other Escrowed Property as may be requested by the Representative (subject to the availability of such type(s) of Escrowed Property at such timetime and subject to whether such Claim and Liability is assessed against the indemnification obligations of the Finserv Securityholders set forth in Article 8 5 6 of the Merger Agreement or the adjustments to the Consideration set forth in Section 2.5 or 2.6 of the Merger Agreement).