Common use of Response by the Representative Clause in Contracts

Response by the Representative. Within thirty (30) calendar days after receipt by the Escrow Agent of any Claims Notice (the “Response Period”), the Representative shall, with respect to such Claims Notice, by notice to the Surviving Company and the Escrow Agent (a “Response Notice”) substantially in the form attached hereto as Annex II, either (i) concede liability for the Claimed Amount in whole, or (ii) deny liability for the Claimed Amount in whole or in part (it being understood that any portion of the Claimed Amount for which the Representative has not denied liability shall be deemed to have been conceded). If the Representative denies liability in whole or in part, such Response Notice shall be accompanied by a reasonably detailed description of the basis for such denial. The portion of the Claimed Amount for which the Representative has conceded liability is referred to herein as the “Conceded Amount.” If the Representative has conceded liability for any portion of the Claimed Amount, the Surviving Company and the Representative, by joint notice substantially in the form attached hereto as Annex III, shall instruct the Escrow Agent to promptly pay to the applicable Claimant the Conceded Amount (such joint notice, the “Conceded Amount Notice”); provided, however, that if the Representative fails to deliver a Response Notice within the thirty (30) calendar day period, the Representative shall be deemed to have conceded the Claimed Amount in full (and the Claimed Amount shall constitute the Conceded Amount), and the Escrow Agent shall promptly pay the to the applicable Claimant such Conceded Amount.

Response by the Representative. Within thirty (30) calendar days after receipt by the Escrow Agent of any Claims Notice (the “Response Period”), the Representative shall, with respect to such Claims Notice, by notice to the Surviving Company Company, Ampio and the Escrow Agent (a “Response Notice”) substantially in the form attached hereto as Annex II, either (i) concede liability for the Claimed Amount in whole, or (ii) deny liability for the Claimed Amount in whole or in part (it being understood that any portion of the Claimed Amount for which the Representative has not denied liability shall be deemed to have been conceded). If the Representative denies liability in whole or in part, such Response Notice shall be accompanied by a reasonably detailed description of the basis for such denial. The portion of the Claimed Amount for which the Representative has conceded liability is referred to herein as the “Conceded Amount.” If the Representative has conceded liability for any portion of the Claimed Amount, the Surviving Company and the Representative, by joint notice substantially in the form attached hereto as Annex III, shall instruct the Escrow Agent to promptly pay to the applicable Claimant the Conceded Amount (such joint notice, the “Conceded Amount Notice”); provided, however, that if the Representative fails to deliver a Response Notice within the thirty (30) calendar day period, the Representative shall be deemed to have conceded the Claimed Amount in full (and the Claimed Amount shall constitute the Conceded Amount), and Ampio shall give the Escrow Agent shall promptly pay notice of such failure (the “Failure to the applicable Claimant such Conceded AmountDeliver Response Notice”).

Response by the Representative. Within thirty (30) calendar days after receipt by the Escrow Agent of any Claims Notice (the “Response Period”), the Representative Sellers shall, with respect to such Claims Notice, by notice to the Surviving Company Parent and/or Buyer, as applicable, and the Escrow Agent (a “Response Notice”) substantially in the form attached hereto as Annex II, either (i) concede liability for the Claimed Amount in whole, or (ii) deny liability for the Claimed Amount in whole or in part (it being understood that any portion of the Claimed Amount for which the Representative has Sellers have not denied liability shall be deemed to have been conceded). If the Representative Sellers denies liability in whole or in part, such Response Notice shall be accompanied by a reasonably detailed description of the basis for such denial. The portion of the Claimed Amount for which the Representative Sellers has conceded liability is referred to herein as the “Conceded Amount.” If the Representative Sellers has conceded liability for any portion of the Claimed Amount, the Surviving Company Sellers, and the RepresentativeParent or Buyer (as applicable), by joint notice substantially in the form attached hereto as Annex III, shall instruct the Escrow Agent to promptly pay deliver to Parent and/or Buyer the applicable Claimant amount of remaining Closing Cash, Escrow Cash and/or Escrow Shares, as determined pursuant to Section 1.5 hereto, representing the Conceded Amount specified in such notice (such joint notice, the “Conceded Amount Notice”); provided, however, that if the Representative Sellers fails to deliver a Response Notice within the thirty (30) calendar day period, the Representative Sellers shall be deemed to have conceded the Claimed Amount in full (the “Deemed Concession”) (and the Claimed Amount in full of such Deemed Concession shall constitute the a “Conceded Amount), ”) and the Escrow Agent shall promptly pay deliver to Parent and/or Buyer the amount of remaining Closing Cash,, Escrow Cash and/or Escrow Shares, as determined pursuant to Section 1.5 hereto, representing the applicable Claimant such Conceded AmountAmount of the Deemed Concession.

Response by the Representative. Within thirty (30) 30 calendar days after receipt by the Escrow Agent of any Claims Notice (the “Response Period”), the Representative shall, with respect to such Claims Notice, by written notice to the Surviving Company Parent and the Escrow Agent (a “Response Notice”) substantially in the form attached hereto as Annex II, either (ia) concede liability for the Claimed Amount in whole, or (iib) deny liability for the Claimed Amount in whole or in part (it being understood that any portion of the Claimed Amount for which the Representative has not denied liability within the Response Period shall be deemed to have been conceded). If the Representative denies liability in whole or in part, such Response Notice shall be accompanied by a reasonably detailed description of the basis for such denial. The portion of the Claimed Amount for which the Representative has conceded liability is referred to herein as the “Conceded Amount.” If the Representative has conceded liability for any portion of the Claimed Amount, the Surviving Company Parent and the Representative, by joint written notice substantially in the form attached hereto as Annex III, shall instruct the Escrow Agent to promptly pay to the applicable Claimant the Conceded Amount (such joint notice, the “Conceded Amount Notice”); provided, however, that if the Representative fails to deliver a Response Notice within the thirty (30) 30 calendar day period, the Representative shall be deemed to have conceded the Claimed Amount in full (and the Claimed Amount shall constitute the Conceded Amount), ) and the Escrow Agent shall promptly pay the to the applicable Claimant such Conceded Amount.