Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Company Holders’ Agent raises bona fide good faith objections in writing to (i) any claim or claims by Acquiror made in any Officer’s Certificate within such 30-day period, or (ii) to the payment of a claim for Indemnifiable Transaction Expenses, Acquiror and the Company 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 Company 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 cash from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. (a) If the Company HoldersShareholders’ Agent raises bona fide good faith objections objects in writing to (i) any claim or claims by Acquiror made in any Officer’s Certificate within such 3020-day period, or (ii) to the payment of a claim for Indemnifiable Transaction Expenses, Acquiror and the Company HoldersShareholders’ Agent shall attempt in good faith for 45 twenty (20) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Company HoldersShareholders’ Agent shall so agree, a memorandum setting forth such agreement regarding the amount of Indemnifiable Damages, if any, for which the Indemnified Persons are to be indemnified 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 representing 80.83% of the amount set forth in the memorandum from the Escrow Fund Fund, as applicable, in accordance with the terms of such memorandum.

Resolution of Objections to Claims. (a) If the Company HoldersShareholders’ Agent raises bona fide good faith objections objects in writing to (i) any claim or claims by Acquiror Acquirer made in any Officer’s Certificate within such 30the 20-day periodperiod following delivery of the Officer’s Certificate, or (ii) to the payment of a claim for Indemnifiable Transaction Expenses, Acquiror Acquirer and the Company HoldersShareholders’ Agent shall attempt in good faith for 45 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Company HoldersShareholders’ Agent shall so agree, and there are amounts remaining in the Indemnity Escrow Fund, a memorandum joint written instruction setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum joint written instruction and the Escrow Agent Acquirer shall distribute reclaim an amount of cash from the Indemnity Escrow Fund in accordance with the terms of such memorandumjoint written instruction.

Resolution of Objections to Claims. (a) If the Company HoldersShareholders’ Agent raises bona fide good faith objections objects in writing to (i) any claim or claims by Acquiror Acquirer made in any Officer’s Certificate within such the 30-day periodperiod following delivery of the Officer’s Certificate, or (ii) to the payment of a claim for Indemnifiable Transaction Expenses, Acquiror Acquirer and the Company HoldersShareholders’ Agent shall attempt in good faith for 45 30 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Company HoldersShareholders’ Agent shall so agree, and there are amounts remaining in the Indemnity Escrow Fund, a memorandum joint written instruction setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum joint written instruction and the Escrow Agent Acquirer shall distribute reclaim an amount of cash from the Indemnity Escrow Fund in accordance with the terms of such memorandumjoint written instruction.