Uncontested Claim Sample Clauses
An Uncontested Claim clause defines the process and consequences when a party does not dispute a claim made by the other party within a specified timeframe. Typically, if a claim—such as a demand for payment or notice of breach—is not formally challenged or responded to, it is deemed accepted or valid, and the responsible party must fulfill the obligation without further dispute. This clause streamlines the resolution of claims by encouraging prompt responses and reducing prolonged disagreements, thereby ensuring efficiency and certainty in contractual relationships.
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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).
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).
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.
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.
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.
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.
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.
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 Me▇▇▇▇ 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 ▇▇▇ckholders' Agent does not deliver to the Escrow Agent a writt▇▇ ▇bjection 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.
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).