Common use of Resolution of Objections to Claims Clause in Contracts

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. (i) If the an Indemnifying Party does not contest, by written notice shall object in writing during the Indemnification Objection Period to the Indemnified Party, any claim or claims by the an Indemnified Party made in any Claim Certificate within Notice, the Indemnified Party shall have thirty (30) day period following days after its receipt of the Claim Certificate, then the Indemnifying Party will be conclusively deemed Indemnification Objection Notice to have consented respond in a written statement to the recovery by the Indemnified Party of the full amount of the damages specified in the Claim Certificatesuch objection. 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 after such thirty (30) day period30)-day period there remains a dispute as to any claims, the Indemnifying Party and the Indemnified Party shall attempt in good faith for 15 twenty (20) days after thereafter to agree upon the Indemnified Party’s receipt rights of the respective parties with respect to each of such written objection claims. If Buyer and the Representative agree to resolve a resolution of such objection, and cash remains in the account within the Escrow Fund relating to the applicable Escrow Amount, then Buyer and the Representative shall promptly prepare and deliver to the Escrow Agent a statement setting forth such conclusively resolved matters and directing the Escrow Agent to distribute cash from the Escrow Fund in accordance with the terms of such statement. If no such agreement can be reached after good faith negotiation, each of the Indemnifying Party and the Indemnified Party shall so agreemeet within ten (10) days of the expiration of such twenty (20)-day period and negotiate in good faith for one day with an impartial mediator mutually agreed to by the parties in Boston, a memorandum setting forth such agreement Massachusetts. The costs of the mediator shall be prepared equally borne by the Stockholders, on the one hand, and signed by the Buyer, on the other hand. If no agreement can be reached after good faith mediation, each of the Indemnifying Party and the Indemnified Party. (iii) If no such agreement can be reached during the 15-day period for good faith negotiationParty may, but in any event upon the expiration of such 15-day periodsubject to Section 9.10, either the Indemnifying Party or the Indemnified Party may bring an Action in accordance with the terms of Section 8.1 suit to resolve the matterobjection. (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. (i) If the Representative (on behalf of the Indemnifying Party does not contest, by written notice Party) shall object in writing during the Indemnification Objection Period to the Indemnified Party, any claim or claims by the an Indemnified Party made in any Claim Certificate within Notice, the Buyer shall have thirty (30) day period following days after its receipt of the Claim Certificate, then the Indemnifying Party will be conclusively deemed Indemnification Objection Notice to have consented respond in a written statement to the recovery by the Indemnified Party of the full amount of the damages specified in the Claim Certificatesuch objection. 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 after such thirty (30) day period30)-day period there remains a dispute as to any claims, the Representative (on behalf of the Indemnifying Party Party) on the one hand, and Indemnified Party the Buyer, on the other hand, shall attempt in good faith for 15 twenty (20) days after thereafter to agree upon the Indemnified Party’s receipt rights of the respective parties with respect to each of such written objection to resolve such objectionclaims. If the Indemnifying Indemnified Party and the Indemnified Party Representative agree to a resolution of such objection, and cash remains in the account within the applicable Escrow Fund, then the Buyer and the Representative shall so agree, promptly prepare and deliver to the Escrow Agent a memorandum statement setting forth such agreement shall be prepared conclusively resolved matters and signed by directing the Indemnifying Party and Escrow Agent to distribute cash from the Indemnified Party. (iii) applicable Escrow Fund in accordance with the terms of such statement. If no such agreement can be reached during the 15-day period for after good faith negotiation, but in any event upon each of the Buyer and the Representative shall meet within ten (10) days of the expiration of such 15-twenty (20)-day period and negotiate in good faith for one (1) day periodwith an impartial mediator mutually agreed to by the parties in Boston, either Massachusetts. If no agreement can be reached after good faith mediation, each of Buyer and the Representative (on behalf of the Indemnifying Party or Party), subject to Section 8.9, bring suit to resolve the Indemnified Party may bring an Action objection in accordance with the terms of Section 8.1 to resolve the matterthis Agreement. (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. (ia) 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 Objecting Party objects in writing to any claim or claims by the Indemnified Party Liability Claim made in any Claim Certificate Claims Notice within fifteen (15) days after delivery of such thirty (30) day periodClaims Notice, the Indemnifying Party Shareholders Representative and Indemnified Party the Purchaser shall attempt in good faith for 15 days after to agree upon the Indemnified Party’s receipt rights of the respective parties with respect to each of such written objection to resolve such objectionclaims. If the Indemnifying Party Representative and the Indemnified Party shall Purchaser should so agree, a memorandum setting forth such agreement shall will be prepared and signed by both parties and, except as set forth in the Indemnifying next sentence, within ten (10) days of entering into such memorandum, the applicable Objecting Party and will wire transfer to the Indemnified PartyPurchaser the amount of cash agreed to be delivered to the Claiming Party in the memorandum. (iiib) If no such agreement can be reached during after good-faith negotiation within thirty (30) days after delivery of an Objection Notice, 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 Claiming Party may bring an Action action against the other pursuant to Section 10.13. To the extent that an Indemnified Party is permitted under this Article VIII to seek recovery directly against one or more Objecting Party, then each such Objecting Party shall promptly, and in no event later than ten (10) days after the final resolution of any dispute in accordance with the terms of this 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 8.6(b), wire transfer to the Transaction Consideration for all Tax purposesClaiming Party the amount of Losses determined in accordance with this Section 8.6(b). If the amount of the Losses so determined is an estimate, then the applicable Objecting Party shall be required to make such payment within five (5) days of the maximum extent permitted by Lawdate that the amount of such Losses is finally determined. The non-payment of Losses within the period above mentioned shall subject the Objecting Party to a compensatory penalty of ten percent (10%) over such unpaid amount, plus monetary adjustment based on the IGP-M/FGV, and a penalty interest of one percent (1%) per month, calculated on a pro rate temporis basis as of the maturity date until the effective full payment of the amount due.

Resolution of Objections to Claims. (ia) If the Indemnifying Defending 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 raises bona fide good faith objections in writing to any claim or claims by the Indemnified a Claiming Party made in any Claim Certificate pursuant to Section 5.06(c) within 30 days of the Defending Party’s receipt of notice of such thirty (30) day periodclaim, the Indemnifying Party Buyer and Indemnified Party Sellers shall attempt in good faith for 15 30 days after the Indemnified Claiming Party’s receipt of such written objection to resolve such objection. If the Indemnifying Party Buyer and the Indemnified Party Sellers shall so agree, then (i) if the Claiming Party is a memorandum setting forth Buyer Indemnified Party, Buyer shall apply an amount equal to the amount of the Loss from the Indemnity Holdback Amount or, if less, shall apply the amount then remaining in the Indemnity Holdback Amount to such agreement Loss, and any remaining amount of such Loss for which Sellers are liable under this Article 5 shall be prepared recoverable by such Buyer Indemnified Party as set forth in this Article 5, and signed (ii) if the Claiming Party is a Seller Indemnified Party, the amount of such Loss for which Buyer is liable under this Article 5 shall be paid by the Indemnifying Party and the Buyer by wire transfer of immediately available funds to such Seller Indemnified Party. (iiib) If no such agreement can be reached during the 15-30 day period for good faith negotiation, but in any event upon the expiration of such 15-30 day period, either the Indemnifying Party Buyer or the Indemnified Party Sellers may bring an Action suit to resolve the matter in accordance with the terms of Section 8.1 to resolve the matter7.13. (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. (i) If the Indemnifying Party does not contest, by written notice Representative shall object in writing during the Indemnification Objection Period to the Indemnified Party, any claim or claims by the an Indemnified Party made in any Claim Certificate within Notice, the Indemnified Party shall have thirty (30) day period following days after its receipt of the Claim Certificate, then the Indemnifying Party will be conclusively deemed Indemnification Objection Notice to have consented respond in a written statement to the recovery by the Indemnified Party of the full amount of the damages specified in the Claim Certificatesuch objection. 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 after such thirty (30) day period30)-day period there remains a dispute as to any claims, the Indemnifying Party Representative and the Indemnified Party shall attempt in good faith for 15 twenty (20) days after thereafter to agree upon the Indemnified Party’s receipt rights of the respective parties with respect to each of such written objection claims. If Parent and the Representative agree to resolve a resolution of such objection, and cash remains in the applicable account within the Escrow Fund, then Parent and the Representative shall promptly prepare and deliver to the Escrow Agent a statement setting forth such conclusively resolved matters and directing the Escrow Agent to distribute cash from the applicable account of the Escrow Fund in accordance with the terms of such statement. If no such agreement can be reached after good faith negotiation, each of the Indemnifying Party Representative and the Indemnified Party shall so agreemeet within ten (10) days of the expiration of such twenty (20)-day period and negotiate in good faith for one day with an impartial mediator mutually agreed to by the parties in New York City, New York. If no agreement can be reached after good faith mediation, each of the Representative and the Indemnified Party may, subject to Section 9.11, bring suit to resolve the objection. The Representative may agree that the Indemnified Party is entitled to receive part, but not all, of the amount claimed under the claim Notice (the “Agreed Amount”), it being agreed that if cash remains in the applicable account within the Escrow Fund, the Representative and the Parent shall deliver to the Escrow Agent, a memorandum setting forth such agreement shall be prepared and signed by both parties instructing the Indemnifying Party and Escrow Agent to distribute to the Indemnified Party. (iii) If no such agreement can , out of the applicable account of the Escrow Fund, an amount equal to the Agreed Amount. Any remaining disputes in connection to amounts in excess of the Agreed Amount shall 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 resolved in accordance with the terms of Section 8.1 to resolve the matterpreceding paragraph. (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.