Common use of Response Notice; Uncontested Claims Clause in Contracts

Response Notice; Uncontested Claims. Within fifteen (15) days of the date a Claim Notice is received (the “Response Date”) in accordance with Section 3(a), Seller shall provide to Buyer and to the Escrow Agent a written response (the “Response Notice”) in which Seller shall either: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the Claimed Amount (the “Agreed Amount”) may be released from the Escrow Account to Buyer Indemnitee, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount may be released from the Escrow Account to Buyer Indemnitee, or (iii) contest that any of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer Indemnitee. Seller may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller to the Escrow Agent by the Response Date, Seller shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released from the Escrow Account to Buyer in satisfaction of such claim(s).

Response Notice; Uncontested Claims. Within fifteen thirty (1530) days of the date a Claim Notice is received (the “Response Date”) in accordance with Section 3(a), Seller Sellers shall provide to Buyer and to the Escrow Agent a written response (the “Response Notice”) in which Seller Sellers shall either: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the Claimed Amount (the “Agreed Amount”) may be released from the Indemnification Escrow Account to Buyer Indemnitee, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount may be released from the Indemnification Escrow Account to Buyer Indemnitee, or (iii) contest that any of the Escrow Shares and cash, if applicable, may be released from the Indemnification Escrow Account to Buyer Indemnitee. Seller Sellers may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(bSection 10.2(a) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller Sellers to the Escrow Agent by the Response Date, Seller Sellers shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released from the Indemnification Escrow Account to Buyer in satisfaction of such claim(s).

Response Notice; Uncontested Claims. Within fifteen ten (1510) days of the date a the Claim Notice is received was sent to Holder (the “"Response Date”) in accordance with Section 3(a"), Seller Holder shall provide to Buyer Purchaser and to the Escrow Agent a written response (the “"Response Notice”") in which Seller shall eitherHolder shall: (i) agree that a specified amount of the Escrow Shares and/or cash equal in value to the full Claimed Amount (the “Agreed Amount”) may be released from the Escrow Account Property to Buyer IndemniteePurchaser, (ii) agree that a specified amount of Escrow Shares and/or cash equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account Property to Buyer Indemnitee, Purchaser or (iii) contest that any of the Escrow Shares and cash, if applicable, Claimed Amount may be released from the Escrow Account Property to Buyer IndemniteePurchaser. Seller Holder may contest the release of Escrow Shares and/or cash all or a portion of the Claimed Amount only based upon (i) a good faith belief that all or such portion of the Claimed Amount does not constitute Losses for which an indemnity obligation under the Buyer Indemnitee Purchase Agreement and Purchaser may make a claim hereunder only based upon a good faith belief that it is entitled to indemnification the Claimed Amount under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash to be released. If no Response Notice is delivered by Seller Holder to the Escrow Agent by the Response Date, Seller Holder shall be deemed to have agreed that the amount of the Escrow Shares and/or cash are equal in value to the entire Claimed Amount and may be released to Purchaser from the Escrow Account to Buyer in satisfaction of such claim(s)Property.

Response Notice; Uncontested Claims. Within fifteen ten (1510) days after receipt by the Skipping Stone Stockholders of the date a Claim Notice is received (Notice, the “Response Date”) in accordance with Section 3(a), Seller shall provide Skipping Stone Stockholders may deliver to Buyer Parent and to the Escrow Agent a written response (the “Response Notice”"RESPONSE NOTICE") in which Seller shall eitherthe Skipping Stone Stockholders: (i) agree that a specified amount of Escrow Shares (or other property held in the Escrow Shares and/or cash Account) collectively having a "STIPULATED VALUE" (as defined below) equal in value to the full Claimed Amount (the “Agreed Amount”) may be released from the Escrow Account to Buyer Indemnitee, Parent; or (ii) agree that a specified amount of Escrow Shares and/or cash (or other property held in the Escrow Account) collectively having a Stipulated Value equal to part, but not all, of the Claimed Amount (the "AGREED SHARE AMOUNT") may be released from the Escrow Account to Buyer Indemnitee, Parent; or (iii) contest indicate that any no part of the Escrow Shares and cash, if applicable, Fund may be released from the Escrow Account to Buyer IndemniteeParent in respect of the Claimed Amount. Seller may contest the release of Escrow Shares and/or cash based upon (i) a good faith belief that all or such portion Any part of the Claimed Amount does that is not constitute Losses for which the Buyer Indemnitee is entitled to indemnification under Sections 7.2(a) or 7.2(b) of the Stock Purchase Agreement, or (ii) any incorrect valuation or calculation of the amount of Escrow Shares and/or cash agreed to be released. released to Parent pursuant to the Response Notice shall be the "CONTESTED SHARE AMOUNT." If no a Response Notice is delivered not received by Seller to the Escrow Agent by within such ten (10) day period, then the Response Date, Seller Skipping Stone Stockholders shall be conclusively deemed to have agreed that the amount of Escrow Shares (or other property held in the Escrow Shares and/or cash are Account) collectively having a Stipulated Value equal in value to the entire full Claimed Amount and may be released to Parent from the Escrow Account to Buyer in satisfaction of such claim(s)Account.