Common use of Uncontested Claims Clause in Contracts

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. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in ----------------- writing within thirty (30) calendar days, as provided below in Section 2.3(b), Parent Cambridge may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Cambridge (a "PARENT DEMANDCambridge 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 Cambridge Demand, the Indemnification Representative may object in a written notice delivered to Parent Cambridge and the Escrow Agent Custodian 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 Custodian nor Parent Cambridge shall make any of the Escrow Adjustments until either: (i) Parent Cambridge and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by ParentCambridge, and Parent Cambridge shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in ----------------- writing within thirty (30) calendar days, as provided below in Section 2.3(b), Parent may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent (a "PARENT DEMANDParent 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 Custodian 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 Custodian nor Parent shall make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by Parent, and Parent shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested 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 DEMANDParent 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. 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 Delano may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Delano (a "PARENT DELANO 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 Within thirty (30) calendar days after receipt of the Parent Delano Demand, the Indemnification Representative may object in a written notice delivered to Parent Delano and the Escrow Agent Custodian 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 Custodian nor Parent Delano shall make any of the Escrow Adjustments until either: (i) Parent Delano and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by ParentDelano, and Parent Delano shall promptly take all steps to implement the final Escrow Adjustments.