Common use of Resolution of Objections to Claims Clause in Contracts

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. (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. (a) If the Shareholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within such [***] ]-day period, Acquiror and the Shareholders’ Agent shall attempt in good faith for [***] days 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 [***] ]-day period for good faith negotiation, but in any event upon the expiration of such [***] ]-day 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, [***] shall be deemed to be [***] unless the trial court awards Acquiror [***], in which case [***] shall be deemed to be [***]. The [***] to a [***] shall promptly [***] and the [***] and the [***] and [***] of the [***], including [***] and [***] in connection with such [***].