Common use of Response Notices Clause in Contracts

Response Notices. (i) Within 25 days after receipt by Seller of a Claim Notice (the “Dispute Period”), Seller may deliver to Purchaser a written response (the “Response Notice”) in which Seller: (i) agrees that the full Claimed Amount is owed to Purchaser; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to Purchaser; or (iii) indicates that no part of the Claimed Amount is owing to Purchaser. Any part of the Claimed Amount that is not agreed to be owing to Purchaser pursuant to the Response Notice shall be the “Contested Amount.” (ii) If Seller delivers a Response Notice agreeing that the full Claimed Amount is owed to Purchaser, then Seller shall, within 7 business days following the delivery of such Response Notice, pay the Claimed Amount to Purchaser. (iii) If Seller delivers a Response Notice agreeing that less than the full Claimed Amount is owed to Purchaser, then Seller shall, within 7 business days following the delivery of such Response Notice, pay the Agreed Amount to Purchaser. (iv) If, with respect to a given Claim Notice, Seller does not deliver a Response Notice within the Dispute Period in accordance with Section 6.4(b) or Seller delivers a Response Notice indicating that there is a Contested Amount, Seller and Purchaser shall attempt in good faith to resolve the dispute related to the Claim Notice. If Purchaser and Seller resolve such dispute, such resolution shall be binding on Seller and Purchaser, and a settlement agreement shall be signed by Purchaser and Seller. Seller shall, within 7 business days following the execution of such settlement agreement, or such shorter or longer period as may be set forth in the settlement agreement, pay the amount, if any, specified in such settlement agreement to Purchaser.

Response Notices. (i) Within 25 30 days after receipt by Seller the Selling Parties of a Claim Notice (the “Dispute Period”), Seller the Selling Parties may deliver to the Purchaser a written response (the “Response Notice”) in which Sellerthe Selling Parties: (i) agrees agree that the full Claimed Amount is owed to such Purchaser; (ii) agrees agree that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to such Purchaser; or (iii) indicates indicate that no part of the Claimed Amount is owing to such Purchaser. Any part of the Claimed Amount that is not agreed to be owing to such Purchaser pursuant to the Response Notice shall be the “Contested Amount.” (ii) If Seller delivers the Selling Parties deliver a Response Notice agreeing that the full Claimed Amount is owed to the Purchaser, then Seller the Selling Parties shall, within 7 business days 10 Business Days following the delivery of such Response Notice, pay the Claimed Amount to the Purchaser. (iii) If Seller delivers the Selling Parties deliver a Response Notice agreeing that less than the full Claimed Amount is owed to a Purchaser, then Seller the Selling Parties shall, within 7 business days 10 Business Days following the delivery of such Response Notice, pay the Agreed Amount to such Purchaser. (iv) If, with respect to a given Claim Notice, Seller does the Selling Parties do not deliver a Response Notice within the Dispute Period in accordance with Section 6.4(b6.5(b) or Seller delivers deliver a Response Notice indicating that there is a Contested Amount, Seller the Selling Parties and the Purchaser shall attempt in good faith to resolve the dispute related to the Claim Notice. If the Purchaser and Seller the Selling Parties resolve such dispute, such resolution shall be binding on Seller the Selling Parties and the Purchaser, and a settlement agreement shall be signed by the Purchaser and Sellerthe Selling Parties. Seller The Selling Parties shall, within 7 business days 10 Business Days following the execution of such settlement agreement, or such shorter or longer period as may be set forth in the settlement agreement, pay the amount, if any, specified in such settlement agreement to the applicable Purchaser.

Response Notices. (i) Within 25 30 days after receipt by Seller any Indemnitor of a Claim Notice (the “Dispute Period”), Seller the Indemnitor may deliver to Purchaser Indemnitee or Seller Indemnitee, as applicable, a written response (the “Response Notice”) in which Sellersuch Indemnitor: (i) agrees that the full Claimed Amount is owed to Purchaserthe applicable Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to Purchaserthe applicable Indemnitee; or (iii) indicates that no part of the Claimed Amount is owing to Purchaserthe applicable Indemnitee. Any part of the Claimed Amount that is not agreed to be owing to Purchaser the applicable Indemnitee pursuant to the Response Notice shall be the “Contested Amount.” (ii) If Seller the Indemnitor delivers a Response Notice agreeing that the full Claimed Amount is owed to Purchaserthe applicable Indemnitee, then Seller the Indemnitor shall, within 7 10 business days following the delivery of such Response Notice, pay the Claimed Amount to Purchaserthe applicable Indemnitee. (iii) If Seller the Indemnitor delivers a Response Notice agreeing that less than the full Claimed Amount is owed to Purchaserthe applicable Indemnitee, then Seller the Indemnitor shall, within 7 10 business days following the delivery of such Response Notice, pay the Agreed Amount to Purchaserthe applicable Indemnitee. (iv) If, with respect to a given Claim Notice, Seller the Indemnitor does not deliver a Response Notice within the Dispute Period in accordance with Section 6.4(b6.5(b)(i) or Seller the Indemnitor delivers a Response Notice indicating that there is a Contested Amount, Seller the applicable Indemnitee and Purchaser the Indemnitor shall attempt in good faith to resolve the dispute related to the Claim Notice. If Purchaser the applicable Indemnitee and Seller the Indemnitor resolve such dispute, such resolution shall be binding on Seller the applicable Indemnitee and Purchaserthe Indemnitor, and a settlement agreement shall be signed by Purchaser the applicable Indemnitee, on behalf of the applicable Indemnitee and Sellerthe Indemnitor. Seller The Indemnitor shall, within 7 10 business days following the execution of such settlement agreement, or such shorter or longer period as may be set forth in the settlement agreement, pay the amount, if any, specified in such settlement agreement to Purchaserthe applicable Indemnitee.

Response Notices. (i) Within 25 30 days after receipt by Seller the Company and Holdings of a Claim Notice (the “Dispute Period”), Seller the Company and Holdings may deliver to Purchaser a written response (the “Response Notice”) in which Sellerthe Company and Holdings: (i) agrees agree that the full Claimed Amount is owed to such Purchaser; (ii) agrees agree that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to such Purchaser; or (iii) indicates indicate that no part of the Claimed Amount is owing to such Purchaser. Any part of the Claimed Amount that is not agreed to be owing to such Purchaser pursuant to the Response Notice shall be the “Contested Amount.” (ii) If Seller delivers the Company and Holdings deliver a Response Notice agreeing that the full Claimed Amount is owed to Purchaser, then Seller the Company and Holdings shall, within 7 business days 10 Business Days following the delivery of such Response Notice, pay the Claimed Amount to Purchaser. (iii) If Seller delivers the Company and Holdings deliver a Response Notice agreeing that less than the full Claimed Amount is owed to a Purchaser, then Seller the Company and Holdings shall, within 7 business days 10 Business Days following the delivery of such Response Notice, pay the Agreed Amount to such Purchaser. (iv) If, with respect to a given Claim Notice, Seller does the Company and Holdings do not deliver a Response Notice within the Dispute Period in accordance with Section 6.4(b) or Seller delivers a Response Notice indicating that there is a Contested Amount, Seller the Company and Holdings and Purchaser shall attempt in good faith to resolve the dispute related to the Claim Notice. If Purchaser and Seller the Company and Holdings resolve such dispute, such resolution shall be binding on Seller the Company and Holdings and Purchaser, and a settlement agreement shall be signed by Purchaser and Sellerthe Company and Holdings. Seller The Company and Holdings shall, within 7 business days ten Business Days following the execution of such settlement agreement, or such shorter or longer period as may be set forth in the settlement agreement, pay the amount, if any, specified in such settlement agreement to the applicable Purchaser.