Common use of Response Notice; Uncontested Claims Clause in Contracts

Response Notice; Uncontested Claims. Within 20 days of the date a Claim Notice was sent to the Shareholders' Representative and the Escrow Agent (the 20th day after the Claim Notice is sent being referred to herein as the "Response Date"), the Shareholders' Representative shall provide to Parent and to the Escrow Agent a written response (the "Response Notice") in which the Shareholders' Representative shall: (i) agree that Escrow Shares having a Designated Parent Stock Value (as calculated pursuant to Section 4 hereof) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee or claimant, (ii) agree that Escrow Shares having a Designated Parent Stock Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee or claimant, or (iii) contest that any of the Escrow Shares be released from the Escrow Account to the Indemnitee or claimant. The Shareholders' Representative may contest the release of Escrow Shares having a Designated Parent Stock Value equal to all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Indemnitee is entitled to indemnification under the Merger Agreement or reimbursable fees for which Parent is entitled to reimbursement. If no Response Notice is delivered by the Shareholders' Representative to the Escrow Agent by the Response Date, the Shareholders' Representative shall be deemed to have agreed that Escrow Shares having a Designated Parent Stock Value equal to the entire Claimed Amount may be released to the Indemnitee or claimant from the Escrow Account.

Response Notice; Uncontested Claims. Within 20 twenty (20) days after receipt by the Indemnifying Party of the date a Claim Notice was sent Notice, the Indemnifying Party may deliver to the Shareholders' Representative and the Escrow Agent (the 20th day after Indemnified Party who delivered the Claim Notice is sent being referred to herein as the "Response Date"), the Shareholders' Representative shall provide to Parent and to the Escrow Agent a written response (the "“Response Notice"”) in which the Shareholders' Representative shallIndemnifying Party: (i) agree agrees that Escrow Shares having a Designated Parent Stock Value (as calculated pursuant to Section 4 hereof) equal the Indemnified Party is entitled to the full Claimed Amount may be released from (the Escrow Account to the Indemnitee or claimant, “Uncontested Amount”); (ii) agree agrees that Escrow Shares having a Designated Parent Stock Value equal the Indemnified Party is entitled to part, but not all, of the Claimed Amount (the "“Agreed Amount") may be released from the Escrow Account to the Indemnitee or claimant, ”); or (iii) contest indicates that any of the Escrow Shares be released from Indemnifying Party disputes the Escrow Account to the Indemnitee or claimantentire Claimed Amount. The Shareholders' Representative may contest the release of Escrow Shares having a Designated Parent Stock Value equal to all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion Any part of the Claimed Amount does that is not constitute Damages for which agreed to pursuant to the Response Notice shall be the “Contested Amount.” If a Response Notice is not received by the Indemnitee within such 20-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee is entitled to indemnification under the Merger Agreement or reimbursable fees for which Parent is entitled to reimbursementfull Claimed Amount (also, the “Uncontested Amount”). If no the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within thirty (30) days after the delivery of the Response Notice, then the Indemnified Party and Indemnifying Party may resolve the claim described in the Claim Notice is delivered by in accordance with Section 12.10 of this Agreement. To the Shareholders' Representative extent that the Indemnified Party and the Indemnifying Party resolve the Claim described in the Claim Notice in accordance with Section 12.10 of this Agreement and the Seller Parties are found liable for all or any portion of the Contested Amount or any other damages, such portion of the Contested Amount and such other damages shall also be deemed an “Uncontested Amount” for purposes of this Agreement. The Indemnifying Party shall pay (subject to Section 11.6, to the Escrow Agent by extent applicable) the Response Date, Indemnified Party for any Uncontested Amount within fifteen (15) days of the Shareholders' Representative shall applicable amount being determined to be deemed to have agreed that Escrow Shares having a Designated Parent Stock Value equal to the entire Claimed an Uncontested Amount may be released to the Indemnitee or claimant from the Escrow Accountin accordance with this Section 11.4.

Response Notice; Uncontested Claims. Within 20 15 days after receipt by the Indemnifying Party of the date a Claim Notice was sent Notice, the Indemnifying Party may deliver to the Shareholders' Representative and the Escrow Agent (the 20th day after Indemnitee who delivered the Claim Notice is sent being referred to herein as the "Response Date"), the Shareholders' Representative shall provide to Parent and to the Escrow Agent a written response (the "“Response Notice"”) in which the Shareholders' Representative shallIndemnifying Party: (i) agree agrees that Escrow Shares having a Designated Parent Stock Value (as calculated pursuant to Section 4 hereof) equal the Indemnitee is entitled to the full Claimed Amount may be released from (the Escrow Account to the Indemnitee or claimant, “Uncontested Amount”); (ii) agree agrees that Escrow Shares having a Designated Parent Stock Value equal the Indemnitee is entitled to part, but not all, of the Claimed Amount (the "“Agreed Amount") may be released from the Escrow Account to the Indemnitee or claimant, ”); or (iii) contest indicates that any of the Escrow Shares be released from Indemnifying Party disputes the Escrow Account to the Indemnitee or claimantentire Claimed Amount. The Shareholders' Representative may contest the release of Escrow Shares having a Designated Parent Stock Value equal to all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion Any part of the Claimed Amount does that is not constitute Damages for which agreed to pursuant to the Response Notice shall be the “Contested Amount.” If a Response Notice is not received by the Indemnitee within such 15-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee is entitled to indemnification under the Merger Agreement or reimbursable fees for which Parent is entitled to reimbursementfull Claimed Amount (also, the “Uncontested Amount”). If no Response the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within 30 days after the delivery of the Claim Notice, then the Indemnitee and Indemnifying Party may resolve the claim described in the Claim Notice is delivered by in accordance with Section 7.7 of this Agreement. To the Shareholders' Representative to extent that Indemnitee and the Escrow Agent by Indemnifying Party resolve the Response Dateclaim described in the Claim Notice in accordance with Section 7.7 of this Agreement and the Sellers are found liable for all or any portion of the Contested Amount or any other damages, such portion of the Shareholders' Representative Contested Amount and such other damages shall also be deemed to have agreed that Escrow Shares having a Designated Parent Stock Value equal to the entire Claimed Amount may be released to an “Uncontested Amount” for purposes of this Agreement. The Indemnifying Party shall pay the Indemnitee or claimant from for any Uncontested Amount within 15 days of the Escrow Accountapplicable amount being determined to be an Uncontested Amount in accordance with this Section 6.7.

Response Notice; Uncontested Claims. Within 20 twenty (20) days after receipt by the Indemnifying Party of the date a Claim Notice was sent Notice, the Indemnifying Party may deliver to the Shareholders' Representative and the Escrow Agent (the 20th day after Indemnified Party who delivered the Claim Notice is sent being referred to herein as the "Response Date"), the Shareholders' Representative shall provide to Parent and to the Escrow Agent a written response (the "“Response Notice"”) in which the Shareholders' Representative shallIndemnifying Party: (i) agree agrees that Escrow Shares having a Designated Parent Stock Value (as calculated pursuant to Section 4 hereof) equal the Indemnified Party is entitled to the full Claimed Amount may be released from (the Escrow Account to the Indemnitee or claimant, “Uncontested Amount”); (ii) agree agrees that Escrow Shares having a Designated Parent Stock Value equal the Indemnified Party is entitled to part, but not all, of the Claimed Amount (the "“Agreed Amount") may be released from the Escrow Account to the Indemnitee or claimant, ”); or (iii) contest indicates that any of the Escrow Shares be released from Indemnifying Party disputes the Escrow Account to the Indemnitee or claimantentire Claimed Amount. The Shareholders' Representative may contest the release of Escrow Shares having a Designated Parent Stock Value equal to all or a portion of a Claimed Amount only based upon a good faith belief that all or such portion Any part of the Claimed Amount does that is not constitute Damages for which agreed to pursuant to the Response Notice shall be the “Contested Amount.” If a -51- Response Notice is not received by the Indemnitee within such 20-day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnitee is entitled to indemnification under the Merger Agreement or reimbursable fees for which Parent is entitled to reimbursementfull Claimed Amount (also, the “Uncontested Amount”). If no the Indemnifying Party and the Indemnitee are unable to resolve the dispute relating to any Contested Amount within thirty (30) days after the delivery of the Response Notice, then the Indemnified Party and Indemnifying Party may resolve the claim described in the Claim Notice is delivered by in accordance with Section 12.10 of this Agreement. To the Shareholders' Representative extent that the Indemnified Party and the Indemnifying Party resolve the Claim described in the Claim Notice in accordance with Section 12.10 of this Agreement and the Seller Parties are found liable for all or any portion of the Contested Amount or any other damages, such portion of the Contested Amount and such other damages shall also be deemed an “Uncontested Amount” for purposes of this Agreement. The Indemnifying Party shall pay (subject to Section 11.6, to the Escrow Agent by extent applicable) the Response Date, Indemnified Party for any Uncontested Amount within fifteen (15) days of the Shareholders' Representative shall applicable amount being determined to be deemed to have agreed that Escrow Shares having a Designated Parent Stock Value equal to the entire Claimed an Uncontested Amount may be released to the Indemnitee or claimant from the Escrow Account.in accordance with this Section 11.4. (c)