Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate.
(b) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a), Acquirer and the Shareholders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the Shareholders’ Agent shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction.
(c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith.
(d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an ar...
Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.
(b) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue shall be presented to the American Arbitration Association in San Francisco...
Resolution of Objections to Claims. (a) If the Indemnifying Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s Certificate, Acquiror and the Indemnifying Holders’ Agent shall attempt in good faith for 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Indemnifying Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum.
(b) If no such agreement can be reached during the 45-day period for good faith negotiation, then upon the expiration of such 45-day period, either Acquiror or the Indemnifying Holders' Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision.
(c) For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.
Resolution of Objections to Claims. (i) If the Indemnifying Party does not contest, by written notice to the Indemnified Party, any claim or claims by the Indemnified Party made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then the Indemnifying Party will be conclusively deemed to have consented to the recovery by the Indemnified Party of the full amount of the damages specified in the Claim Certificate. The Indemnifying Party shall pay to the Indemnified Party cash in an amount equal to the amount of the Losses set forth in such Claim Certificate.
(ii) If the Indemnifying Party objects in writing to any claim or claims by the Indemnified Party made in any Claim Certificate within such thirty (30) day period, the Indemnifying Party and Indemnified Party shall attempt in good faith for 15 days after the Indemnified Party’s receipt of such written objection to resolve such objection. If the Indemnifying Party and the Indemnified Party shall so agree, a memorandum setting forth such agreement shall be prepared and signed by the Indemnifying Party and the Indemnified Party.
(iii) If no such agreement can be reached during the 15-day period for good faith negotiation, but in any event upon the expiration of such 15-day period, either the Indemnifying Party or the Indemnified Party may bring an Action in accordance with the terms of Section 8.1 to resolve the matter.
(iv) Seller and Purchaser agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article VI as adjustments to the Transaction Consideration for all Tax purposes, to the maximum extent permitted by Law.
Resolution of Objections to Claims. (a) If the Securityholders’ Agent does not contest, by written notice to Parent, any claim or claims by Parent made in any Claim Notice within the 30-day period following receipt of the Claim Notice (the “Objection Period”), then subject to the limitations in this Section 10, if applicable, Parent shall be entitled to payment of the amount of Damages corresponding to such claim or claims as set forth in such Claim Notice within fifteen (15) business days of the expiration of the Objection Period.
(b) If the Securityholders’ Agent objects in writing to any claim or claims by Parent made in any Claim Notice within the Objection Period, Parent and the Securityholders’ Agent shall attempt in good faith for 45 days after Parent’s receipt of such written objection to resolve such objection. If Parent and the Securityholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. Subject to the limitations set forth in Section 10, Parent shall be entitled to payment of the agreed upon amount within fifteen (15) business days after execution of such memorandum.
(c) If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event prior to the expiration of such 45-day period described in Section 10.7(b) above, either Parent or the Securityholders’ Agent may bring an arbitration in accordance with the terms of Section 11.9 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Notice shall be nonappealable, binding and conclusive upon the parties to this Agreement subject to the limitations set forth in Section 10.
(d) Judgment upon any award rendered by the arbitrator or trial court may be entered in any court having jurisdiction.
Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Parent, any claim or claims by Parent made in any Claim Certificate within the 60-day period following receipt of the Claim Certificate, then Parent and the Securityholder Agent shall Release from Indemnity to Parent a number of shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificate.
(b) If the Securityholder Agent objects in writing to any claim or claims by Xxxxxx made in any Claim Certificate within the 60-day period set forth in Section 9.7(a), Parent and the Securityholder Agent shall attempt in good faith for 45 days after Parent’s receipt of such written objection to resolve such objection and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificate. If Parent and the Securityholder Agent shall so agree, in writing, Parent and the Securityholder Agent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 in accordance with the terms of such joint written instruction.
(c) If no such agreement is reached during the 45-day period for good faith negotiation set forth in Section 9.7(b), upon the expiration of such 45-day period, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to Section 1...
Resolution of Objections to Claims. (a) If the Representative objects in writing to any Liability Claim made in any Claims Notice within thirty (30) days after delivery of such Claims Notice, the Representative and Parent will attempt in good faith to agree upon the rights of the respective parties with respect to each such claim. If the Representative and Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by both parties and, except as set forth in the next sentence, within ten (10) Business Days after receipt of written notice of Representative and Parent’s entry into such memorandum, each Indemnifying Securityholder will wire transfer to Parent immediately available funds equal to its Pro Rata Portion of the amount of cash agreed to be delivered to Parent in the memorandum. To the extent that a Liability Claim was made against the Escrow Fund, a copy of the memorandum setting forth the agreement will be delivered to the Escrow Agent. The Escrow Agent will be entitled to rely on any such memorandum and will distribute cash as soon as practicable from the Escrow Fund in accordance with the terms thereof.
(b) If no such agreement can be reached after good-faith negotiation and after thirty (30) days after delivery of an Objection Notice, either Parent or the Representative on behalf of the Indemnifying Securityholders may bring an action against the other to resolve the dispute. To the extent that an Indemnified Person is permitted under this Article 7, and so elects, to seek recovery directly against one or more Indemnifying Securityholders, then each such Indemnifying Securityholder will promptly, and in no event later than ten (10) Business Days after the final resolution of any dispute in accordance with this Section 7.7, wire transfer to Parent immediately available funds equal to its Pro Rata Portion of the amount of Losses determined in accordance with this Section 7.7. If the amount of the Losses so determined is an estimate, then the applicable Indemnifying Securityholder will be required to make such payment within ten (10) Business Days of the date that the amount of such Losses is finally determined.
Resolution of Objections to Claims. (a) If the Shareholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within such [***] period, Acquiror and the Shareholders’ Agent shall attempt in good faith for [***] after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Shareholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms of such memorandum.
(b) If no such agreement can be reached during the [***] period for good faith negotiation, but in any event upon the expiration of such [***] period, either Acquiror or the Shareholders’ Agent may bring suit in the courts of the Province of Ontario and the Federal courts of the Canada, in each case, located within the City of Toronto in the Province of Ontario to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Officer’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
(c) For purposes of this Section 9.6(c), in any suit hereunder in which any claim or the amount thereof stated in the Officer’s Certificate delivered pursuant to Section 9.5 is at issue, [***] unless the trial court awards Acquiror [***], in which case [***]. The [***] to a [***] shall promptly [***] and the [***] and the [***] of the [***], including [***] in connection with [***].
Resolution of Objections to Claims. If Parent shall object in writing to any claim or claims by the Shareholders’ Representative made in any Shareholders’ Representative Certificate, the Shareholders’ Representative shall have thirty days after its receipt of the Parent Objection Notice to respond in a written statement to such objection (such 30-day period, the “Shareholders’ Representative Response Period”).
(a) If after the expiration of the Shareholders’ Representative Response Period there remains a dispute as to any claims, Parent and the Shareholders’ Representative shall attempt in good faith for 20 days thereafter to agree upon the rights of the respective parties with respect to each of such claims.
(b) If no such agreement can be reached after good faith negotiation, a senior representative of Parent and the Shareholders’ Representative shall meet within ten days of the expiration of such 20-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California.
(c) If no agreement can be reached after good faith mediation, the arbitration provisions of Section 8.11 shall be followed and the decision of the arbitrator regarding such claim shall be binding and conclusive upon the parties to the Agreement.
Resolution of Objections to Claims. (a) If the Securityholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by the Indemnified Party made in a Claim Notice by delivering an effective Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the Indemnified Party’s receipt of such written objection to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Objection Notice, a memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties. In such event, the Losses for which the Indemnifying Parties are entitled payment under the Settlement Memorandum shall be paid in accordance with Section 8.6(c), mutatis mutandis.
(b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Acquiror and the Securityholder Representative), either Acquiror or the Securityholder Representative may, subject to Section 9.8 and Section 9.10, commence an Action in a court of competent jurisdiction.