Common use of Settled Claims Clause in Contracts

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Agent and Parent (a “Settled Claim”), then the Stockholder Agent and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Stockholder Agent to the Escrow Agent (“Settlement Instructions”) which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash, if any, to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash, if any, to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Stockholder Agent have agreed shall be transferred and forfeited by the Company stockholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Stockholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Agent Representative and Parent (a “Settled Claim”"SETTLED CLAIM"), then the Stockholder Agent Representative and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Stockholder Agent Representative to the Escrow Agent (“Settlement Instructions”"SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Severance Escrow Shares and stated amount of Escrow Cash, if any, to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Severance Escrow Shares and of Escrow Cash, if any, to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Severance Escrow Shares and Escrow Cash that Parent and the Stockholder Agent Representative have agreed shall be transferred and forfeited by the Company stockholders Significant Shareholders in such Settlement Instructions, which transferred and forfeited Severance Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders Significant Shareholders in the manner set forth in Section 1(f1(j) of this Agreement; and (ii) notify the Stockholder Agent Representative in writing of such transfer and forfeiture of Severance Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Agent Representative and Parent (a “Settled Claim”"SETTLED CLAIM"), then the Stockholder Agent Representative and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Stockholder Agent Representative to the Escrow Agent (“Settlement Instructions”"SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash, if any, to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash, if any, to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Stockholder Agent Representative have agreed shall be transferred and forfeited by the Company stockholders Significant Shareholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders Significant Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Stockholder Agent Representative in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) Claim is -------------- settled by a written settlement agreement executed by a majority in interest of the Stockholder Agent Former Aimtech Stockholders and Parent (a “Settled Claim”)Asymetrix, then a majority in interest of the Stockholder Agent Former Aimtech Stockholders and Parent Asymetrix shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent Asymetrix and a majority in interest of the Stockholder Agent Former Aimtech Stockholders to the Escrow Agent (“Settlement Instructions”"SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated or amount of Escrow Cash, if any, Consideration to Parent Asymetrix pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of or Escrow Cash, if any, Consideration to ParentAsymetrix, the Escrow Agent shall: shall (i) immediately release from escrow and transfer to Parent Asymetrix for cancellation and/or that number of Escrow Shares or amount of Escrow Consideration that Asymetrix and Escrow Cash that Parent and a majority in interest of the Stockholder Agent Former Aimtech Stockholders have agreed shall be transferred and forfeited or paid by the Company stockholders Former Aimtech Stockholders in such written settlement agreement and Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders Former Aimtech Stockholders in proportion to their respective percentage interests in the manner Escrow Shares as set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in Section 1(fthe Settlement Instructions, provided, however, that any claim under paragraph (b) of this AgreementSubsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person; and (ii) notify the Stockholder Agent Former Aimtech Stockholders in writing of such transfer and forfeiture of Escrow Shares and or Escrow Cash Consideration as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Agent Representative and Parent Concur (a “Settled Claim”"SETTLED CLAIM"), then the Stockholder Agent Representative and Parent shall Concur will promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent Concur and the Stockholder Agent Representative to the Escrow Agent (“Settlement Instructions”"SETTLEMENT INSTRUCTIONS") which shallwill, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cashto Concur or the Company Stockholders or Optionholders, if anyas applicable, to Parent pursuant to such settlement agreement; and/or or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cashto Concur, if any, to Parent, the Escrow Agent shallwill: (i) immediately release from escrow and transfer to Parent Concur (promptly after any cancellation and reissuance of share certificates for Escrow Shares by Concur's transfer agent (at Escrow Agent's instruction) that is necessary for Escrow Agent to effect such transfer) or the Company Stockholders or Optionholders, as applicable, for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent Concur and the Stockholder Agent Representative have agreed shall will be transferred and forfeited by the Company stockholders Stockholders and Optionholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall will be taken from and forfeited by each of the Company stockholders Stockholders and Optionholders pro rata in proportion to such Company Stockholder's and Optionholder's respective percentage interest in the manner set forth in Section 1(f) of this AgreementEscrow Shares; and (ii) notify the Stockholder Agent Representative in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicablepracticable (but in no event more than two (2) days after such transfer).

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Stockholder Shareholder Agent and Parent (a “Settled Claim”"SETTLED CLAIM"), then the Stockholder Shareholder Agent and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Stockholder Shareholder Agent to the Escrow Agent (“Settlement Instructions”"SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash, if any, Cash to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash, if any, Cash to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Stockholder Shareholder Agent have agreed shall be transferred and forfeited by the Company stockholders Shareholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Company stockholders Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Stockholder Shareholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.