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 a majority in interest of the Former Aimtech Stockholders and Asymetrix, then a majority in interest of the Former Aimtech Stockholders and Asymetrix shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix and a majority in interest of the Former Aimtech Stockholders 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 or amount of Escrow Consideration to 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 or Escrow Consideration to Asymetrix, the Escrow Agent shall (i) immediately release from escrow and transfer to Asymetrix for cancellation that number of Escrow Shares or amount of Escrow Consideration that Asymetrix and a majority in interest of the Former Aimtech Stockholders have agreed shall be transferred and forfeited or paid by the Former Aimtech Stockholders in such written settlement agreement and Settlement Instructions, which transferred and forfeited Escrow Shares shall be taken from each of the Former Aimtech Stockholders in proportion to their respective percentage interests in the Escrow Shares as set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (b) of Subsection 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 Former Aimtech Stockholders in writing of such transfer of Escrow Shares or Escrow Consideration as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim Claim) is -------------- settled by a written settlement agreement executed by the Stockholder Agent and Parent (a majority in interest of the Former Aimtech Stockholders and Asymetrix“Settled Claim”), then a majority in interest of the Former Aimtech Stockholders Stockholder Agent and Asymetrix Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Stockholder 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 or and stated amount of Escrow Consideration Cash, if any, to Asymetrix 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 or and of Escrow Consideration Cash, if any, to AsymetrixParent, the Escrow Agent shall shall: (i) immediately release from escrow and transfer to Asymetrix Parent for cancellation and/or that number of Escrow Shares or amount of and Escrow Consideration Cash that Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Stockholder Agent have agreed shall be transferred and forfeited or paid by the Former Aimtech Stockholders Company 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 Former Aimtech Stockholders in proportion to their respective percentage interests Company stockholders in the Escrow Shares as manner set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (bSection 1(f) of Subsection 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 personthis Agreement; and (ii) notify the Former Aimtech Stockholders Stockholder Agent in writing of such transfer and forfeiture of Escrow Shares or and Escrow Consideration 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 the Shareholder Agent and Parent (a majority in interest of the Former Aimtech Stockholders and Asymetrix"SETTLED CLAIM"), then a majority in interest of the Former Aimtech Stockholders Shareholder Agent and Asymetrix Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Shareholder 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 or and stated amount of Escrow Consideration Cash to Asymetrix 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 or and of Escrow Consideration Cash to AsymetrixParent, the Escrow Agent shall shall: (i) immediately release from escrow and transfer to Asymetrix Parent for cancellation and/or that number of Escrow Shares or amount of and Escrow Consideration Cash that Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Shareholder Agent have agreed shall be transferred and forfeited or paid by the Former Aimtech Stockholders Company Shareholders 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 Former Aimtech Stockholders in proportion to their respective percentage interests Company Shareholders in the Escrow Shares as manner set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (bSection 1(f) of Subsection 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 personthis Agreement; and (ii) notify the Former Aimtech Stockholders Shareholder Agent in writing of such transfer and forfeiture of Escrow Shares or and Escrow Consideration 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 the Representative and Concur (a majority in interest of the Former Aimtech Stockholders and Asymetrix"SETTLED CLAIM"), then a majority in interest of the Former Aimtech Stockholders Representative and Asymetrix shall Concur will promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix Concur and a majority in interest of the Former Aimtech Stockholders Representative to the Escrow Agent ("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 to Concur or amount of Escrow Consideration to Asymetrix the Company Stockholders or Optionholders, as applicable, 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 or Escrow Consideration to AsymetrixConcur, the Escrow Agent shall will: (i) immediately release from escrow and transfer to Asymetrix 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 that number of Escrow Shares or amount of Escrow Consideration that Asymetrix Concur and a majority in interest of the Former Aimtech Stockholders Representative have agreed shall will be transferred and forfeited or paid by the Former Aimtech Company Stockholders and Optionholders in such written settlement agreement and Settlement Instructions, which transferred and forfeited Escrow Shares shall will be taken from and forfeited by each of the Former Aimtech Company Stockholders and Optionholders pro rata in proportion to their such Company Stockholder's and Optionholder's respective percentage interests interest in the Escrow Shares as set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (b) of Subsection 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 personShares; and (ii) notify the Former Aimtech Stockholders Representative in writing of such transfer and forfeiture of Escrow Shares or Escrow Consideration 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 Claim) is -------------- settled by a written settlement agreement executed by the Representative and Parent (a majority in interest of the Former Aimtech Stockholders and Asymetrix"SETTLED CLAIM"), then a majority in interest of the Former Aimtech Stockholders Representative and Asymetrix Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Representative 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 or amount of Escrow Consideration to Asymetrix 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 or Escrow Consideration to AsymetrixParent, the Escrow Agent shall shall: (i) immediately release from escrow and transfer to Asymetrix Parent for cancellation that number of Escrow Shares or amount of Escrow Consideration that Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Representative have agreed shall be transferred and forfeited or paid by the Former Aimtech Stockholders Significant Shareholders in such written settlement agreement and Settlement Instructions, which transferred and forfeited Escrow Shares shall be taken from and forfeited by each of the Former Aimtech Stockholders in proportion to their respective percentage interests Significant Shareholders in the Escrow Shares as manner set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (bSection 1(f) of Subsection 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 personthis Agreement; and (ii) notify the Former Aimtech Stockholders Representative in writing of such transfer and forfeiture of Escrow Shares or Escrow Consideration as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim Claim) is -------------- settled by a written settlement agreement executed by the Representative and Parent (a majority in interest of the Former Aimtech Stockholders and Asymetrix"SETTLED CLAIM"), then a majority in interest of the Former Aimtech Stockholders Representative and Asymetrix Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Representative 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 Severance Escrow Shares or amount of Escrow Consideration to Asymetrix 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 or Escrow Consideration to AsymetrixParent, the Escrow Agent shall shall: (i) immediately release from escrow and transfer to Asymetrix Parent for cancellation that number of Severance Escrow Shares or amount of Escrow Consideration that Asymetrix Parent and a majority in interest of the Former Aimtech Stockholders Representative have agreed shall be transferred and forfeited or paid by the Former Aimtech Stockholders Significant Shareholders in such written settlement agreement and Settlement Instructions, which transferred and forfeited Severance Escrow Shares shall be taken from and forfeited by each of the Former Aimtech Stockholders in proportion to their respective percentage interests Significant Shareholders in the Escrow Shares as manner set forth on Exhibit A or from the Former Aimtech Stockholder's Escrow Consideration as specified in the Settlement Instructions, provided, however, that any claim under paragraph (bSection 1(j) of Subsection 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 personthis Agreement; and (ii) notify the Former Aimtech Stockholders Representative in writing of such transfer and forfeiture of Severance Escrow Shares or Escrow Consideration as promptly as reasonably practicable.