Common use of Resolution of Conflicts and Claims Clause in Contracts

Resolution of Conflicts and Claims. (a) If the Sellers' Representative objects in writing to any claim for indemnification made by a Indemnified Party in any written Notice of a claim (an "Objection Notice"), the Sellers' Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the Sellers' Representative and Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Sellers' Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Horseshoe Gaming Holding Corp)

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Resolution of Conflicts and Claims. (a) If the Sellers' Company Stockholder Representative objects in writing to any claim for indemnification made by a Parent Indemnified Party in any written Notice of a claim (an "Objection 63 Notice"), the Sellers' Company Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the Sellers' Company Stockholder Representative and Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Sellers' Company Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification General Escrow Fund in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peplin Inc)

Resolution of Conflicts and Claims. (a) If the Sellers' Representative objects in writing to any claim for indemnification made by a Indemnified Party in any written Notice of a claim (an "Objection Notice"), the Sellers' Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the Sellers' Representative and Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Sellers' Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harrahs Entertainment Inc)

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Resolution of Conflicts and Claims. (a) If the Sellers' Company Stockholder Representative objects in writing to any claim for indemnification made by a Parent Indemnified Party in any written Notice of a claim (an "Objection Notice"), the Sellers' Company Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the Sellers' Company Stockholder Representative and Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Sellers' Company Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ambassadors International Inc)

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