Common use of Response to Claim Notice Clause in Contracts

Response to Claim Notice. During the 30-day period commencing upon the delivery to the Indemnifying Person of a Direct Claim Notice (the “Dispute Period”), the Indemnifying Person will deliver to the Indemnified Person a written response (the “Response Notice”) in which the Indemnifying Person: (i) agrees that the full Claimed Amount is owed to the Indemnified Person; (ii) agrees, with specificity as to the reasons and amount, that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Person; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Person. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person to be owing to the Indemnified Person pursuant to the Response Notice will be referred to as the “Contested Amount.” If a Response Notice is not timely received by the Indemnified Person prior to 5:00 p.m. Eastern Time on the 30th day of the Dispute Period, then the Indemnifying Person will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Person.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Universal Security Instruments Inc), Merger Agreement (Universal Security Instruments Inc), Share Purchase Agreement (Wireless Telecom Group Inc)

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Response to Claim Notice. During the 30-day period commencing upon the delivery to the Indemnifying Person of a Direct Claim Notice (the “Dispute Period”), the Indemnifying Person will deliver to the Indemnified Person a written response (the “Response Notice”) in which the Indemnifying Person: (i) agrees that the full Claimed Amount is owed to the Indemnified Person; (ii) agrees, with specificity as to the reasons and amount, that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Person; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Person. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person to be owing to the Indemnified Person pursuant to the Response Notice will be referred to as the “Contested Amount.” If a Response Notice is not timely received by the Indemnified Person prior to 5:00 p.m. Eastern Central Time on the 30th day of the Dispute Period, then the Indemnifying Person will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Person.

Appears in 1 contract

Samples: Share Purchase Agreement (Stereotaxis, Inc.)

Response to Claim Notice. During the 30-day thirty (30)-day period commencing upon the delivery to the Indemnifying Person Party of a Direct Claim Notice (the “Dispute Period”), the Indemnifying Person will Party is permitted to deliver to the Indemnified Person Party a written response (the “Response Notice”) in which the Indemnifying PersonParty: (iA) agrees that the full Claimed Amount is owed to the Indemnified PersonParty; (iiB) agrees, with specificity as to the reasons and amount, that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified PersonParty; or (iiiC) asserts that no part of the Claimed Amount is owed to the Indemnified PersonParty. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person Party to be owing to the Indemnified Person Party pursuant to the Response Notice will be is referred to as the “Contested Amount.” If a Response Notice is not timely received by the Indemnified Person Party prior to 5:00 p.m. Eastern Time 11:59 p.m., Denver, Colorado, time on the 30th thirtieth (30th) day of the Dispute Period, then the Indemnifying Person Party will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified PersonParty.

Appears in 1 contract

Samples: Merger Agreement (IZEA, Inc.)

Response to Claim Notice. During the 30-day period commencing upon the delivery to the Indemnifying Person (or the Stockholder Representative on behalf of the Converting Holders) of a Direct Claim Notice (the “Dispute Period”), the Indemnifying Person (or the Stockholder Representative on behalf of the Converting Holders) will deliver to the Indemnified Person a written response (the “Response Notice”) in which the Indemnifying Person: Person (or the Stockholder Representative on behalf of the Converting Holders): (i) agrees that the full Claimed Amount is owed to the Indemnified Person; (ii) agrees, with reasonable specificity as to the reasons (to the extent known as of such time) and amount, that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified Person; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Person. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person (or the Stockholder Representative on behalf of the Converting Holders) to be owing to the Indemnified Person pursuant to the Response Notice will be referred to as the “Contested Amount.” If a Response Notice is not timely received delivered by the Indemnifying Person (or the Stockholder Representative on behalf of the Converting Holders) to the Indemnified Person prior to 5:00 p.m. Eastern Time on the 30th day of the Dispute Period, then the Indemnifying Person will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Person.

Appears in 1 contract

Samples: Merger Agreement (Universal Security Instruments Inc)

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Response to Claim Notice. During Within the thirty (30-) day period commencing upon the delivery to the Indemnifying Person Party of a Direct Claim Notice (the “Dispute Period”), the Indemnifying Person will Party shall deliver to the Indemnified Person Party a written response (the “Response Notice”) in which the Indemnifying PersonParty: (i) agrees that the full Claimed Amount is owed to the Indemnified PersonParty; (ii) agrees, with specificity as to the reasons and amount, that part (but not all) of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnified PersonParty; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified PersonParty. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person Party to be owing to the Indemnified Person Party pursuant to the Response Notice will be is referred to as the “Contested Amount.” If a Response Notice is not timely received by the Indemnified Person Party prior to 5:00 11:59 p.m. Eastern Time on EST prior to the 30th day end of the Dispute Period, then the Indemnifying Person Party will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified PersonParty.

Appears in 1 contract

Samples: Share Purchase Agreement (Mastech Digital, Inc.)

Response to Claim Notice. During the 30-day 30‑day period commencing upon the delivery to the Indemnifying Person of a Direct Claim Notice (the Dispute Period”), the Indemnifying Person will deliver to the Indemnified Person a written response (the Response Notice”) in which the Indemnifying Person: (i) agrees that the full Claimed Amount is owed to the Indemnified Person; (ii) agrees, with specificity as to the reasons and amount, that part (but not all) of the Claimed Amount (the Agreed Amount”) is owed to the Indemnified Person; or (iii) asserts that no part of the Claimed Amount is owed to the Indemnified Person. Any part (or all) of the Claimed Amount that is not agreed by the Indemnifying Person to be owing to the Indemnified Person pursuant to the Response Notice will be referred to as the Contested Amount.” If a Response Notice is not timely received by the Indemnified Person prior to 5:00 p.m. Eastern Time on the 30th day of the Dispute Period, then the Indemnifying Person will be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnified Person.

Appears in 1 contract

Samples: Securities Purchase Agreement (Flora Growth Corp.)

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