Uncontested Claim Sample Clauses

Uncontested Claim. If Seller agrees in the Response Notice, or is deemed to have agreed pursuant to the last sentence of Section 3(b) above, that the applicable number of the Escrow Shares and cash, if applicable, may be released from the Escrow Account to Buyer, the Escrow Agent shall, no later than three (3) Business Days after receipt or deemed receipt of the Response Notice, (i) transfer, deliver, and assign to such Buyer such number of Escrow Shares (plus, to the extent Escrow Shares included in the Escrow Account are insufficient to satisfy the Agreed Amount, an applicable amount of cash, if any, included in the Escrow Account) as provided in the Claim Notice or (ii) such number of Escrow Shares and/or cash as provided in the Response Notice, as applicable.
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Uncontested Claim. If the Stockholder in the Response Notice agrees or is deemed to have agreed that the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than five business days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee the Claimed Amount (or such lesser amount as is then held in the Escrow Account).
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Uncontested Claim. If either of the Company Shareholders' Representatives in the Response Notice agrees or is deemed pursuant to the last sentence of subsection (b) above to have agreed that Escrow Shares having a Fair Market Value equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee such number of Escrow Shares stated in the Claim Notice (or such lesser number of Escrow Shares as is then held in the Escrow Account).
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Uncontested Claim. Subject to Sections 3(b) and 3(c), if the Shareholders' Representative in the Response Notice agrees or is deemed pursuant to the last sentence of subsection (b) above to have agreed that Escrow Shares having a Fair Market Value equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten days after receipt of the Response Notice (or no later than ten days after the Shareholders' Representative's deemed agreement), transfer, deliver, and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the Claimed Amount (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the date of actual receipt by the Escrow Agent of the Response Notice or, in the case of the Shareholders' Representative's deemed agreement, on the Response Date. In the event (i) the provisions of Section 3(b) preclude the Escrow Agent from delivering any Contingent Shares which would be required to satisfy the Claimed Amount and (ii) a Negative Determination (as defined in Section 3(b)) has been delivered to the Escrow Agent, then no later than ten days after the Measurement Date, the Escrow Agent shall transfer, deliver, and assign to such Indemnitee such number of Escrow Shares having a Fair Market Value equal to the portion of the Claimed Amount not previously satisfied pursuant to this subsection (c) (or such lesser number of Escrow Shares as is then held in the Escrow Account), as such Fair Market Value is calculated on the Measurement Date.
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Uncontested Claim. In the event that the Indemnifying Party does not either (i) contest a Notice of Claim in writing to the Indemnified Party or (ii) pay the amount demanded (as certified by the Indemnifying Party to the Indemnified Party in writing, all within 60 days after Notice of Claim was received by the Indemnifying Party (an "UNCONTESTED CLAIM"), then the Indemnifying Party will promptly pay to the Indemnified Party that amount equal to the amount of the Claim and/or Estimated Damages specified in the Notice of Claim.
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Uncontested Claim. If Sellers agree in the Response Notice, or are deemed to have agreed pursuant to the last sentence of Section 3(b) above, that the applicable number of the Escrow Shares and cash, if applicable, may be released from the Indemnification Escrow Account to Buyer, the Escrow Agent shall, no later than three (3) Business Days after receipt or deemed receipt of the Response Notice, transfer, deliver, and assign to such Buyer (i) such number of Escrow Shares, cash or combination of Escrow Shares and cash (as determined by the Sellers), an applicable amount of cash, if any, included in the Indemnification Escrow Account) as provided in the Claim Notice or (ii) such number of Escrow Shares, cash or combination of Escrow Shares and cash (as determined by the Sellers) as provided in the Response Notice, as applicable.
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Uncontested Claim. If Holder in the Response Notice agrees or is deemed to have agreed that the Claimed Amount may be released from the Escrow Property to Purchaser, the Escrow Agent shall, no later than ten (10) days after receipt of the Response Notice, transfer, deliver, and assign to Purchaser the Claimed Amount from the Escrow Property.
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Uncontested Claim. If the Company Shareholders' Representative in the Response Notice agrees or is deemed to have agreed that the Escrow Cash and/or Escrow Shares (valued at Fair Market Value) equal to the Claimed Amount may be released from the Escrow Account to the Indemnitee, the Escrow Agent shall, no later than ten (10) days after receipt or deemed receipt of the Response Notice, transfer, deliver, and assign to such Indemnitee such amount of the Escrow Cash and/or such number of Escrow Shares (valued at Fair Market Value) equal to the Claimed Amount as provided in the Claim Notice plus interest as of the date of distribution attributable to the portion of the Escrow Cash distributed to the Indemnitee with respect to such Claimed Amount (or such lesser amount of Escrow Cash and number of Escrow Shares as is then held in the Escrow Account).
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Uncontested Claim. At the time of delivery of any Officer's Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy of such Officer's Certificate to the REBA Stockholders' Agent pursuant to the terms of Section 8 of the Mexxxx Agreement. For a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares or Escrow Notes unless the Escrow Agent shall have received written authorization from the REBA Stockholders' Agent to make such delivery. In the event the REBA Xxxckholders' Agent does not deliver to the Escrow Agent a writtxx xbjection to any claim or claims made in the Officer's Certificate within such thirty (30) day period, the Escrow Agent shall make delivery to Acquiror of the uncontested Escrow Shares or Escrow Notes pursuant to the terms of Section 8 of the Merger Agreement.
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Related to Uncontested Claim

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Indemnification Claims (a) In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholders (as the case may be) shall give written notification to the Company Stockholders or the Parent (as the case may be) of the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by the party seeking indemnification of notice of such suit or proceeding, and shall describe in reasonable detail (to the extent known by the party seeking indemnification) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the party seeking indemnification in notifying the indemnifying party shall relieve the indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the indemnifying party may, upon written notice thereof to the party seeking indemnification, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the party seeking indemnification; provided that the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the party seeking indemnification. If the indemnifying party does not so assume control of such defense, the party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the party seeking indemnification, which shall not be unreasonably withheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

  • Defense of Claim In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • ADVANCES OF EXPENSES; DEFENSE OF CLAIM (a) Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

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