Uncontested Claims. In the event that, within fifteen calendar ------------------ days after a Notice of Claim is received by such Shareholder, such Shareholder does not contest such Notice of Claim in writing to DoveBid (an "Uncontested Claim"), such Shareholder will be conclusively deemed to have consented to the recovery by the DoveBid Indemnitee of the full amount of Damages specified in the Notice of Claim in accordance with this Article VIII, including the offset of any such Damages against the Debt, the Deferred Payments or against amounts owed by DoveBid to such Shareholder pursuant to the Convertible Promissory Notes or otherwise, and, without further notice, to have stipulated to the entry of a final judgment for damages against such Shareholder for such amount in any court having jurisdiction over the matter where venue is proper.
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, 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 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). It is provided, however, that within thirty (30) calendar days after receipt of the Parent Demand, the Indemnification Representative may object in 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), whereupon neither the Escrow Agent nor Parent shall 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 implement the final Escrow Adjustments.
Uncontested Claims. If the Shareholders do not contest a Notice of Claim in writing in accordance with Section 8.3 of the Merger Agreement, DPRC may deliver to the Escrow Agent, with a copy to the Shareholders, a written demand by DPRC (a "DPRC Demand") stating that a Notice of Claim had been given as required in the Merger Agreement and that no Notice of Contest has been received from the Shareholders during the period specified in the Merger Agreement and further stating the number of Escrowed Shares to be withheld from release to the Shareholders or to be released to DPRC in accordance with this Section 3.4(a). The Escrow Agent shall within 20 calendar days after receipt of such DPRC Demand, release to DPRC for cancellation that number of Escrowed Shares having a value (determined pursuant to Section 2.2, above, treating the 30th calendar day after the date of the Notice of Claim as the Final Release Date) equal to the amount of Damages specified in the Notice of Claim and shall notify the Shareholders of such transfer. It is provided, however, that within 20 calendar days after receipt of the DPRC Demand, the Shareholders may object to DPRC's calculation of the number of Escrowed Shares to be released to DPRC (but may not object to the validity or amount of the Claim noticed in the Notice of Claim), whereupon, the Escrow Agent shall not release the Escrowed Shares to DPRC until either (i) DPRC and the Shareholders shall have given the Escrow Agent written notice as to the number of Escrowed Shares to be released, or (ii) the matter is resolved as provided in Sections 3.4(b) and 3.4(c), below, provided that such objection shall not effect the dates used to determine the Share Price pursuant to Section 2.2, above.
Uncontested Claims. If, within thirty (30) days after a Notice of Claim is received by the Seller, the Seller does not contest such Notice of Claim in writing to Acquirer Representative as provided in Section 11.9(b), the Seller shall be conclusively deemed to have consented, to the recovery by the Acquiror Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Escrow Fund, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Seller for such amount in any court having jurisdiction over the matter where venue is proper.
Uncontested Claims. If, within 30 days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to Parent as provided in Section 10.8(b), the Representative shall be conclusively deemed to have consented, on behalf of all Seller Indemnitors, to the recovery by the Purchaser Indemnitee of the full amount of Losses specified in the Notice of Claim in accordance with this Article 10, and subject to the limitations set forth in this Article 10, including the forfeiture of such amount from the Escrow Funds, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Seller Indemnitors for such amount in any court having jurisdiction over the matter where venue is proper.
Uncontested Claims. If, within forty-five (45) days after a Notice of Claim is delivered to the Seller Representative, the Seller Representative does not contest such Notice of Claim in writing to Acquiror as provided in Section 12.5(b) or fail to respond in writing during such forty-five (45) day period (in which case the Seller Guarantors and the Sellers shall be deemed to have accepted Liability for such claim), the Seller Guarantors and the Sellers shall be conclusively deemed to have consented to the recovery by the Acquiror Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 12.
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.
Uncontested Claims. If, within 30 days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to Parent as provided in Section 11.6(b), the Representative shall be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Parent Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Aggregate Escrow Cash.
Uncontested Claims. In the event that, within twenty (20) calendar ------------------ days after a Notice of Claim is received by either the Shareholders or DoveBid, such party does not contest such Notice of Claim in writing to the other party sending the Notice of Claim (an "Uncontested Claim"), then such party will be conclusively deemed to have consented to the recovery by the DoveBid Indemnitees or the Shareholders (as the case may be) of the full amount of Damages specified in the Notice of Claim in accordance with this Article VIII.
Uncontested Claims. If, within 30 days after a Notice of Claim is received by Indemnifying Person, Indemnifying Person does not contest such Notice of Claim in writing to Indemnified Person as provided in Section 12.6(b), Indemnifying Person shall be conclusively deemed to have consented, on behalf of Indemnifying Person, to the recovery by the Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 12.
