Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. 9.7.1 In the event the Bridge Lender Representative shall so object in writing to any claim or claims by any Indemnified Party made in any Officer’s Certificate, Parent shall have 45 days after its receipt of such writing to respond in a written statement to the objection of the Bridge Lender Representative. If after such 45-day period there remains a dispute as to any claims, the Bridge Lender Representative and Parent shall attempt in good faith for 60 days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Bridge Lender Representative and Parent shall 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 shall distribute the shares or other property from the Escrow Fund in accordance with the terms thereof. 9.7.2 If no such agreement can be reached after good faith negotiation, either Parent or the Bridge Lender Representative may, by written notice to the other, demand arbitration of the dispute unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten days of their selection. The decision of the arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the Bridge Lenders and the Incentive Plan Participants and, notwithstanding anything in Section 9.6, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. 9.7.3 Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half of the amount in dispute; otherwise, the Bridge Lenders and Incentive Plan Participants shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. If the Bridge Lenders and Incentive Plan Participants are deemed to be the Non-Prevailing Party, such fees and expenses shall be paid by the Bridge Lenders and Incentive Plan Participants solely by distributing to Parent Escrow Shares or other property out of the Escrow Fund therefor and only to the extent there remain any such Escrow Shares or other property in the Escrow Fund.

Resolution of Objections to Claims. 9.7.1 In (a) If the event the Bridge Lender Stockholder Representative shall so object in writing to any claim or claims by any Indemnified Party SanDisk made in any Officer’s Certificate, Parent SanDisk shall have 45 thirty days after its receipt of such writing to respond in a written statement to the objection of the Bridge Lender Stockholder Representative. If after such 45thirty-day period there remains a dispute as to any claims, the Bridge Lender Stockholder Representative and Parent SanDisk shall attempt in good faith for 60 twenty days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If an agreement is reached with respect to such claims, the Bridge Lender Stockholder Representative and Parent SanDisk shall so agree, each execute a memorandum setting forth such agreement shall be prepared and signed by both parties and their agreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the shares or other property from the Escrow Fund in accordance with the terms thereof. 9.7.2 (b) If no such agreement can be reached after good faith negotiation, either Parent or the Bridge Lender Stockholder Representative may, by written notice to the other, demand arbitration and a senior representative of the dispute unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration SanDisk shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator meet within ten days of the expiration of such twenty-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California. If an agreement is reached through mediation, the Stockholder Representative and SanDisk shall each execute a memorandum setting forth their selectionagreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the shares or other property from the Escrow Fund in accordance with the terms thereof. (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 arbitrators as to the validity and amount of any arbitrator regarding such claim in such Officer’s Certificate shall be binding and conclusive upon the Bridge Lenders parties to this Agreement; provided, however, that any dispute or claim regarding Section 2.10 or in connection with any Matrix IP Rights, shall not be subject to the arbitration provisions of Section 8.11 and the Incentive Plan Participants and, notwithstanding anything in lieu thereof such disputes shall be resolved as provided in Section 9.6, the 8.12. The Escrow Agent shall be entitled to act in accordance with the decision of such Arbitrator, or in the case that Section 8.12 applies, in accordance with the final non-appealable decision of the court, and make or withhold payments out of the Escrow Fund in accordance therewith. 9.7.3 Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half of the amount in dispute; otherwise, the Bridge Lenders and Incentive Plan Participants shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. If the Bridge Lenders and Incentive Plan Participants are deemed to be the Non-Prevailing Party, such fees and expenses shall be paid by the Bridge Lenders and Incentive Plan Participants solely by distributing to Parent Escrow Shares or other property out of the Escrow Fund therefor and only to the extent there remain any such Escrow Shares or other property in the Escrow Fund.

Resolution of Objections to Claims. 9.7.1 In (a) If the event the Bridge Lender Representative shall so object Principal Company Stockholder or Parent, as applicable, objects in writing to any claim or claims by any Indemnified Party Liability Claim made in any Officer’s Certificate, Parent shall have 45 Claims Notice within twenty (20) days after its receipt delivery of such writing to respond in a written statement to the objection of the Bridge Lender Representative. If after such 45-day period there remains a dispute as to any claimsClaims Notice, the Bridge Lender Representative Principal Company Stockholder and Parent shall attempt in good faith for 60 days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Bridge Lender Representative Principal Company Stockholder and Parent shall should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and and, (1) with respect to a Loss suffered by any Principal Company Stockholder Indemnified Person, within five (5) Business Days of entering into such memorandum, Parent shall be furnished issue to the Escrow Agent. The Escrow Agent shall be entitled to rely on any Principal Company Stockholder a number of shares of Parent Common Stock of equal value of the agreed upon of Losses in accordance with such memorandum and (2) with respect to a Loss suffered by any Parent Indemnified Person, the Principal Company Stockholder shall distribute within five (5) Business Days surrender to Parent a number of shares of Parent Common Stock for surrender of equal value to the shares or other property from the Escrow Fund agreed upon Losses in accordance with the terms thereofsuch memorandum. 9.7.2 (b) If no such agreement can be reached after good good-faith negotiationnegotiation and after 30 days after delivery of an Objection Notice, either Parent or the Bridge Lender Representative mayPrincipal Company Stockholder may institute arbitration proceedings to resolve such dispute in accordance with Section 8.11. Upon the final decision by the arbitrator, a memorandum setting forth such decision shall be prepared and signed by written notice both parties and within twenty (20) days of such decision, (1) if any Losses were determined to be suffered by a Principal Company Stockholder Indemnified Person, Parent shall, within five (5) Business Days issue to the other, demand arbitration Principal Company Stockholder a number of shares of Parent Common Stock of equal value of the dispute unless agreed upon of Losses in accordance with such memorandum, and (2) if any Losses were determined to be suffered by a Parent Indemnified Person, the amount Principal Company Stockholder shall within five (5) Business Days surrender to Parent a number of shares of Parent Common Stock for surrender of equal value to the damage or loss is at issue agreed upon Losses in pending litigation accordance with a third party, such memorandum. (c) During the period from the giving of any Claims Notice through the institution of binding arbitration in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sentaccordance with Section 7.7(b), each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten days of their selection. The decision of the arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the Bridge Lenders and the Incentive Plan Participants and, notwithstanding anything in Section 9.6, the Escrow Agent party shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. 9.7.3 Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half of the amount in dispute; otherwise, the Bridge Lenders and Incentive Plan Participants shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including attorneys’ fees and costs, reasonably incurred timely production by the other party to the arbitration. If the Bridge Lenders of relevant, non-privileged and Incentive Plan Participants are deemed to be the Nonnon-Prevailing Party, such fees and expenses shall be paid by the Bridge Lenders and Incentive Plan Participants solely by distributing to Parent Escrow Shares confidential documents or other property out of the Escrow Fund therefor and only to the extent there remain any such Escrow Shares or other property in the Escrow Fundcopies thereof.

Resolution of Objections to Claims. 9.7.1 In (a) If the event the Bridge Lender Stockholders Representative shall so object in writing to any claim or claims by any Indemnified Party Mercury made in any Officer’s Certificate, Parent Mercury shall have 45 thirty days after its receipt of such writing to respond in a written statement to the objection of the Bridge Lender Stockholders Representative. If after such 45thirty-day period there remains a dispute as to any claims, the Bridge Lender Stockholders Representative and Parent Mercury shall attempt in good faith for 60 twenty days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If an agreement is reached with respect to such claims, the Bridge Lender Stockholders Representative and Parent Mercury shall so agree, each execute a memorandum setting forth such agreement shall be prepared and signed by both parties and their agreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the shares or other property cash from the Escrow Fund in accordance with the terms thereof. 9.7.2 (b) If no such agreement can be reached after good faith negotiation, either Parent or the Bridge Lender Stockholders Representative may, by written notice to the other, demand arbitration and a senior representative of the dispute unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration Mercury shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator meet within ten days of the expiration of such twenty-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California. If an agreement is reached through mediation, the Stockholders Representative and Mercury shall each execute a memorandum setting forth their selectionagreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the cash from the Escrow Fund in accordance with the terms thereof. The mediator shall be an individual mutually agreed to by Mercury and the Stockholders Representative. (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 arbitrators as to the validity and amount of any arbitrator regarding such claim in such Officer’s Certificate shall be binding and conclusive upon the Bridge Lenders parties to this Agreement; provided, however, that any dispute or claim regarding Section 2.8 or in connection with any Systinet Intellectual Property, shall not be subject to the arbitration provisions of Section 8.11 and the Incentive Plan Participants and, notwithstanding anything in lieu thereof such disputes shall be resolved as provided in Section 9.6, the 8.12. The Escrow Agent shall be entitled to act in accordance with the decision of such Arbitrator, or in the case that Section 8.12 applies, in accordance with the final non-appealable decision of the court, and make or withhold payments out of the Escrow Fund in accordance therewith. 9.7.3 Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half of the amount in dispute; otherwise, the Bridge Lenders and Incentive Plan Participants shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. If the Bridge Lenders and Incentive Plan Participants are deemed to be the Non-Prevailing Party, such fees and expenses shall be paid by the Bridge Lenders and Incentive Plan Participants solely by distributing to Parent Escrow Shares or other property out of the Escrow Fund therefor and only to the extent there remain any such Escrow Shares or other property in the Escrow Fund.

Resolution of Objections to Claims. 9.7.1 In (a) If the event Sellers (on behalf of the Bridge Lender Representative Seller Indemnifying Parties) do not contest, by written notice to Parent, any claim or claims by Xxxxxx (on behalf of the Parent Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent and the Sellers shall so promptly prepare, sign and deliver to the Escrow Agent a joint written instruction to distribute to Parent an amount of cash from the Escrow Fund having a total value equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to the Sellers, any claim or claims by the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate, in cash by wire transfer to the Seller Bank Accounts. (b) If the Sellers (on behalf of the Seller Indemnifying Parties) or Parent object in writing to any claim or claims made by any a Parent Indemnified Party made Person or Seller Indemnified Person, respectively, in any Officer’s CertificateClaim Certificate within the thirty (30) day period set forth in Section 9.6(a), Parent shall have 45 days after its receipt of such writing to respond in a written statement to and the objection of the Bridge Lender Representative. If after such 45-day period there remains a dispute as to any claims, the Bridge Lender Representative and Parent Sellers shall attempt in good faith for 60 sixty (60) days thereafter after the applicable party’s receipt of such written objection to resolve such objection. If Parent and the Sellers shall so agree upon the rights of the respective parties with respect to each of such claims. If the Bridge Lender Representative and a claim by a Parent shall so agreeIndemnified Person, a memorandum joint written instruction setting forth such agreement shall be prepared and signed by both parties Parent and shall be furnished the Sellers and delivered to the Escrow Agent. The Upon receipt of such joint written instruction, the Escrow Agent shall be entitled distribute to rely on any such memorandum and shall distribute the shares or other property Parent an amount in cash from the Escrow Fund in accordance with the terms thereofof such joint written instruction. 9.7.2 (c) If no such agreement can be reached after during the sixty (60) day period for good faith negotiationnegotiation set forth in Section 9.6(b), either Parent but in any event upon the expiration of such sixty (60) day period, such dispute shall be finally settled by binding arbitration. The seat, or legal place, of arbitration shall be in San Francisco, California. Such arbitration shall be conducted in English in accordance with the Bridge Lender Representative mayCPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “Arbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable substantive law, by written notice any arbitration conducted pursuant to the otherterms of this Section 9.6(c) shall be governed by the Federal Arbitration Act (9 U.S.C., demand SECS. 1-16). The Arbitration Panel shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the dispute unless dispute. The award of arbitration shall be final and binding upon the amount parties hereto. The Arbitration Panel will award to the prevailing party all costs, fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the damage or loss is at issue in pending litigation with a third prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten days of their selectionany court having jurisdiction thereof. The decision of the arbitrators Arbitration Panel as to the validity and amount of any claim in such Officer’s Claim Certificate shall be non-appealable, binding and conclusive upon the Bridge Lenders parties hereto and the Incentive Plan Participants andIndemnifying Parties, notwithstanding anything in Section 9.6, the Escrow Agent and Parent shall be entitled to act instruct the Escrow Agent to distribute to Parent an amount in accordance with such decision and make or withhold payments out of cash from the Escrow Fund equal to any arbitral award in accordance therewithfavor of Parent. 9.7.3 (d) Judgment upon any award rendered by the arbitrators determination of an Arbitration Panel may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half of the amount in dispute; otherwise, the Bridge Lenders and Incentive Plan Participants shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. If the Bridge Lenders and Incentive Plan Participants are deemed to be the Non-Prevailing Party, such fees and expenses shall be paid by the Bridge Lenders and Incentive Plan Participants solely by distributing to Parent Escrow Shares or other property out of the Escrow Fund therefor and only to the extent there remain any such Escrow Shares or other property in the Escrow Fund.this