Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Securityholder Representative objects in writing to any claim or claims by an Indemnified Party made in a Claim Notice by delivering a timely Claim Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the delivery of such Claim Objection Notice to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the “Settlement Memorandum”) shall be prepared and signed by both parties. The Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties and the Indemnified Parties. In such event, the Losses that are Losses for which the Indemnified Parties are entitled payment under the Settlement Memorandum shall be satisfied in accordance with Section 9.6. (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 Xxxxxxxx and the Securityholder Representative), either Acquiror or the Securityholder Representative may commence arbitration proceedings pursuant to Section 11.11.

Resolution of Objections to Claims. (a) If Parent or the Securityholder Stockholder Representative objects in writing to any claim or claims by an a Company Indemnified Party or Parent Indemnified Party, respectively, made in a Claim Notice by delivering a timely an effective Claim Objection Notice prior to the Objection Deadline, Acquiror Parent and the Securityholder Stockholder Representative shall attempt in good faith for thirty (30) days after the delivery receipt of such Claim Objection Notice to resolve such objection. If Acquiror Parent and the Securityholder Stockholder Representative resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the a “Settlement Memorandum”) shall be prepared and signed by both parties. The , which Settlement Memorandum shall be final and conclusive and binding on the applicable Indemnifying Parties and the Indemnified Parties. In such event, subject to the limitations in Section 9.3, the Losses that are Losses for which the applicable Indemnified Parties are entitled to payment under the Settlement Memorandum shall be satisfied in accordance with Section 9.6. The effective date of a Settlement Memorandum shall be the calendar day on which such agreement has been executed and delivered by all parties thereto or, if later, the calendar day on which such agreement becomes effective in accordance with its terms and conditions. (b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the applicable Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Xxxxxxxx Parent and the Securityholder Stockholder Representative), either Acquiror Parent or the Securityholder Stockholder Representative may commence arbitration proceedings pursuant may, subject to Section 11.1111.10 and Section 11.12, commence an Action in a court of competent jurisdiction.

Resolution of Objections to Claims. (ai) If With respect to each Indemnification Claim, if the Securityholder Representative objects in writing to any claim Seller or claims by an Indemnified Party made in Acquiror, as applicable, delivers a Claim Notice by delivering a timely Claim Objection Notice pursuant to Section 10.5(b) prior to the Objection DeadlineDeadline with respect to such Indemnification Claim, Acquiror and the Securityholder Representative Seller shall attempt in good faith for thirty (30) days after the delivery of such Claim Objection Notice to resolve such objection. If Acquiror and the Securityholder Representative Seller resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the “Settlement Memorandum”) shall be prepared and signed by both parties. The Acquiror and the Seller, which Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties Acquiror and the Indemnified PartiesSeller. In such event, the Losses that are Losses for which the Indemnified Parties are entitled payment under the Settlement Memorandum shall be satisfied in accordance with Section 9.610.5(d). (bii) If With respect to each claim pursuant to Section 10.5(a) as to which a Claim Objection Notice was delivered pursuant to Section 10.5(b), and to which 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 Claim Objection Notice (or such later date as may be agreed in writing by Xxxxxxxx Acquiror and the Securityholder RepresentativeSeller), either Acquiror or the Securityholder Representative Seller may commence arbitration proceedings pursuant to an Action in in accordance with Section 11.11.

Resolution of Objections to Claims. (a) If the Securityholder Representative or Acquiror, as applicable, objects in writing to any claim or claims by an the Indemnified Party made in a Claim Notice by delivering a timely Claim 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 delivery Indemnified Party’s receipt of such Claim Objection Notice 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 Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the “Settlement Memorandum”) shall be prepared and signed by both parties. The , which Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties and the Indemnified Parties. In such event, the Losses that are Losses for which the Indemnified Indemnifying Parties are entitled payment under the Settlement Memorandum shall be satisfied paid in accordance with Section 9.68.6(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 Xxxxxxxx Acquiror and the Securityholder Representative), either Acquiror or the Securityholder Representative may commence arbitration proceedings pursuant may, subject to Section 11.119.8 and Section 9.10, commence an Action in a court of competent jurisdiction.