Common use of Uncontested Claims Clause in Contracts

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 If, prior to 5:00 p.m Central Time on 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 thirtieth (a "DPRC Demand"30th) 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 Escrow Agent receives a Notice of Claim, the Securityholders’ Representatives do not contest such Notice of Claim as (an “Uncontested Claim”) in a written notice delivered to the Final Release Date) equal Escrow Agent pursuant to Section 4.3, then the Escrow Agent shall upon written instructions from Purchaser immediately charge and allocate against each Securityholder’s accounts in the Escrow Ledger the number of Escrow Shares or portion of such Securityholder’s Cash Escrow required, pursuant to Section 4.5, to satisfy the amount of Damages Losses specified in the such Notice of Claim and shall notify the Shareholders (reduced by any recovery to date under policies 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 insurance not object to the validity or amount of the Claim noticed reflected in the Notice of Claim). Additionally, whereupon, the Purchaser and the Securityholders’ Representatives shall provide the Escrow Agent with an updated Escrow Ledger to reflect the effect of the deduction pursuant to Section 2.2(b)(ii). The number of Escrow Shares or Cash Escrow amounts deducted hereunder shall not release the Escrowed Shares be charged to DPRC until either and allocated (i) DPRC among the Securityholders pro rata according to each Securityholder’s percentage share, as set forth in columns 4 or 6 of the Escrow Ledger, as applicable, with respect to Losses relating to breaches of the Unit Purchase Agreement by the Seller or the Company, and (ii) to the applicable Securityholder with respect to Losses relating to breaches of the Unit Purchase Agreement by such Securityholder. For the avoidance of doubt, Purchaser and the Shareholders shall have given the Escrow Agent written notice as to Securityholders’ Representatives will be responsible for calculating the number of Escrowed Escrow Shares or Cash Escrow 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 released by delivering written instructions to determine the Share Price pursuant to Section 2.2, aboveEscrow Agent.

Uncontested Claims. If In the Shareholders do 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 accordance with Section 8.3 of the Merger Agreement2.3(b), DPRC Buyer may deliver to the Escrow Agent, with a copy to the ShareholdersIndemnification Representative, a written demand by DPRC Buyer (a "DPRC DemandBUYER DEMAND") stating that a Notice of Claim had has been given as required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received from the Shareholders Indemnification Representative during the period specified in the Merger this Escrow Agreement and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a2.3(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 Within thirty (determined pursuant to Section 2.2, above, treating the 30th calendar day after the date of the Notice of Claim as the Final Release Date30) 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 Buyer Demand, the Shareholders Indemnification Representative may object in a written notice delivered to DPRC's calculation of Buyer and the number of Escrowed Shares Escrow Agent to be released the computations or other administrative matters relating to DPRC the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of Claim), whereupon, whereupon neither the Escrow Agent nor Buyer shall not release make any of the Escrowed Shares to DPRC Escrow Adjustments until either either: (i) DPRC Buyer and the Shareholders Indemnification Representative shall have given the Escrow Agent joint written notice as to setting forth the number of Escrowed Shares to be releasedagreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 3.4(b2.3(b) and 3.4(c2.3(c). Upon satisfaction of the foregoing, belowthe Escrow Agent, provided that such objection as directed in writing by Buyer, and Buyer shall not effect promptly take all steps to implement the dates used to determine the Share Price pursuant to Section 2.2, abovefinal Escrow Adjustments.

Uncontested Claims. If In the Shareholders do 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 accordance with Section 8.3 of the Merger Agreement2.3(b), DPRC Delano may deliver to the Escrow AgentCustodian, with a copy to the ShareholdersIndemnification Representative, a written demand by DPRC Delano (a "DPRC DemandDELANO DEMAND") stating that a Notice of Claim had has been given as required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received from the Shareholders Indemnification Representative during the period specified in the Merger this Escrow Agreement and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a2.3(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 Within thirty (determined pursuant to Section 2.2, above, treating the 30th calendar day after the date of the Notice of Claim as the Final Release Date30) 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 Delano Demand, the Shareholders Indemnification Representative may object in a written notice delivered to DPRC's calculation of Delano and the number of Escrowed Shares Custodian to be released the computations or other administrative matters relating to DPRC the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of Claim), whereupon, whereupon neither the Custodian nor Delano shall make any of the Escrow Agent shall not release the Escrowed Shares to DPRC Adjustments until either either: (i) DPRC Delano and the Shareholders Indemnification Representative shall have given the Escrow Agent Custodian written notice as to the number of Escrowed Shares to be releasedsetting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 3.4(b2.3(b) and 3.4(c2.3(c). Upon satisfaction of the foregoing, belowthe Custodian, provided that such objection as directed in writing by Delano, and Delano shall not effect promptly take all steps to implement the dates used to determine the Share Price pursuant to Section 2.2, abovefinal Escrow Adjustments.

Uncontested Claims. If In the Shareholders do event that the Representative does not contest a Notice of Claim in writing within twenty (20) calendar days, as provided below in accordance with Section 8.3 of the Merger Agreement2.3.2, DPRC Expedia may deliver to the Escrow AgentCustodian, with a copy to the ShareholdersRepresentative, a written demand by DPRC Expedia (a "DPRC DemandEXPEDIA DEMAND") stating that a Notice of Claim had has been given as required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received from the Shareholders Representative during the period specified in the Merger this Escrow Agreement and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a)2.3.1. The Escrow Agent shall within 20 calendar days after receipt value of such DPRC Demand, release to DPRC for cancellation that number of the Escrowed Shares having a value (determined pursuant to Section 2.2, above, treating be released to Expedia shall be based on the 30th calendar day after the date of the Notice of Claim as the Final Release Date) equal to the amount of Damages specified Expedia Average Closing Price notwithstanding any changes in the Notice market value of Claim and shall notify the Shareholders of such transferExpedia Common Shares. It is provided, however, that within 20 twenty (20) calendar days after receipt of the DPRC Expedia Demand, the Shareholders Representative may object to DPRC's calculation of the number of Escrowed Shares computations or the other administrative matters relating to be released to DPRC the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed in the Notice of Claim), whereupon, whereupon neither the Custodian nor Expedia shall make any of the Escrow Agent shall not release the Escrowed Shares to DPRC Adjustments until either either: ( i) DPRC Expedia and the Shareholders Representative shall have given the Escrow Agent Custodian written notice as to the number of Escrowed Shares to be releasedsetting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 3.4(b) 2.3.2 and 3.4(c), below2.3.3, provided that such objection shall not effect affect the dates used to determine the Share Price share value pursuant to Section 2.2, abovethis Section. Upon satisfaction of the foregoing the Custodian and Expedia shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. If In the Shareholders do 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 accordance with Section 8.3 of the Merger Agreement2.3(b), DPRC Parent may deliver to the Escrow AgentAgent at the expiration of the thirty (30) calendar days, with a copy to the ShareholdersIndemnification Representative, a written demand by DPRC Parent (a "DPRC Parent Demand") stating that a Notice of Claim had has been given as required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received by the Escrow Agent from the Shareholders Indemnification Representative during the period specified in the Merger Agreement this Escrow Agreement, and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a2.3(a). The Escrow Agent shall within 20 Within thirty (30) 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 by the 30th calendar day after the date Escrow Agent 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 Parent Demand, the Shareholders Indemnification Representative may object by a written notice delivered to DPRC's calculation of Parent and the number of Escrowed Shares Escrow Agent to be released the computations or other administrative matters relating to DPRC the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon, whereupon the Escrow Agent shall not release make any of the Escrowed Shares to DPRC Escrow Adjustments until either the later of: (i) DPRC and the Shareholders shall have given date that is the Deposit Date; (ii) Receipt by the Escrow Agent of written notice as to from Parent and the number of Escrowed Shares to be releasedIndemnification Representative setting forth agreed Escrow Adjustments, or (iiiii) resolution of the matter is resolved as provided in Sections 3.4(b2.3(b) and 3.4(c2.3(c). Upon satisfaction of the foregoing, belowthe Escrow Agent, provided that such objection as directed in writing by Parent, and Parent shall not effect promptly take all steps to release the dates used to determine the Share Price pursuant to Section 2.2, abovefinal Escrow Adjustments.

Uncontested Claims. If In the Shareholders do event that either (i) the Shareholders’ Representative acknowledges in a written notice delivered to Parent and the Escrow Agent that it will not contest the Claim for which a Notice of Claim is provided (an “Acknowledgement of Uncontested Claim”) or (ii) the Shareholders’ Representative does not contest a Notice of Claim in writing within 30 calendar days of receipt (the “Notice Period”), as provided below in accordance with Section 8.3 of the Merger Agreement2.3.2 (an “Uncontested Claim”), DPRC Parent may deliver to the Escrow Agent, with a copy to the Shareholders’ Representative, a written demand by DPRC Parent (a "DPRC “Parent Demand"”) stating that either Parent has received an Acknowledgement of Uncontested Claim or that Parent delivered a Notice of Claim had been given to the Shareholders’ Representative as required in the Merger this General Escrow Agreement and that no Notice Parent did not receive a notice of Contest has been received contest from the Shareholders Shareholders’ Representative 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)Notice Period. 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 If any portion of the Damages as set forth in a Notice of Claim as were estimated or subject to further computation or a final resolution, Parent will update its Notice of Claim setting forth the Final Release Date) equal to the final amount of Damages specified to be included in the Notice of Claim and shall notify deliver such updated Notice of Claim with the Shareholders of such transferParent Demand. The original estimated Damages or the updated Damages, as applicable, will be released to Parent from the General Escrow Amount in accordance with this Section 2.3.1. It is provided, however, that within 20 30 calendar days after receipt of the DPRC DemandParent Demand or an updated Notice of Claim, the Shareholders Shareholders’ Representative may object in a writing delivered to DPRC's calculation Parent and the Escrow Agent to the computations or other administrative matters relating to the portion of the number of Escrowed Shares General Escrow Amount to be released to DPRC Parent (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of Claim), whereupon, whereupon the Escrow Agent shall will not release any portion of the Escrowed Shares General Escrow Amount to DPRC Parent until either either: (i) DPRC Parent and the Shareholders shall Shareholders’ Representative have given the Escrow Agent joint written notice as setting forth an agreed portion to the number of Escrowed Shares to be released, which Parent is entitled or (ii) the matter is resolved in accordance with Sections 2.3.2 and 2.3.3 below. Upon the resolution or other agreement between Parent and the Shareholders’ Representative of an Uncontested Claim as provided in Sections 3.4(bherein, the Escrow Agent will promptly take all steps to release the appropriate portion of the General Escrow Amount to Parent. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties to this General Escrow Agreement hereby acknowledge and agree that (a) and 3.4(c), below, provided that such objection shall not effect any amounts payable to the dates used to determine the Share Price Parent pursuant to Section 2.2this General Escrow Agreement shall first be paid by decreasing the then outstanding principal amount of the Note by the amount so payable to the Parent until the outstanding principal amount is zero and (b) upon any such decrease, abovethe Parent shall execute and deliver to the Escrow Agent an amended and restated promissory note that is identical to the Note except that the amended and restated promissory note shall be in the principal amount that reflects such decrease, whereupon the Escrow Agent shall xxxx the previously outstanding Note as cancelled and such amended and restated promissory note shall be deemed to be the “Note” for all purposes of this General Escrow Agreement.

Uncontested Claims. If If, within 30 calendar days after the Shareholders do ------------------ Notice of Claim containing a statement of claimed Damages is deemed to have been delivered by Asymetrix to the Former Aimtech Stockholders and the Escrow Agent pursuant to Section 7 hereof, a majority in interest of the former Aimtech Stockholders have not contest a contested such 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 Agent as provided in Section 4(b) and the Shareholders, a Escrow Agent has not received written demand by DPRC (a "DPRC Demand") stating confirmation from Asymetrix that a the Former Aimtech Stockholders have paid Asymetrix in full the amount demanded in such Notice of Claim had been given as required in Claim, then 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, shall: (i) immediately release from escrow and transfer to DPRC Asymetrix for cancellation that number of Escrowed Escrow 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 Date4(d) hereof) equal to the amount of Damages specified in the Notice of Claim Claim, which transferred and forfeited Escrow Shares shall notify be taken from and forfeited by each of the Shareholders of such transfer. It is Former Aimtech Stockholders in proportion to their respective percentage interest in the Escrow Shares as set forth on Exhibit A, provided, however, that within 20 calendar days after receipt any claim under paragraph (b) of subsection 11.2.1 of the DPRC DemandPlan 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 Shareholders may object to DPRC's calculation Former Aimtech Stockholders in writing of the number such transfer of Escrowed Escrow Shares to be released to DPRC (but may not object to the validity or amount of the Claim noticed or, if applicable, Escrow Consideration as provided in the Notice of Claimfollowing sentence) as promptly as reasonably practicable. Notwithstanding the foregoing, in the event a Former Aimtech Stockholder has deposited cash in escrow pursuant to Section 2(d), whereupon, the Escrow Agent shall not release first satisfy the Escrowed Shares Former Aimtech Stockholder's portion of the amount of any Claim by withdrawing from escrow and paying to DPRC until either (i) DPRC and Asymetrix an amount of Escrow Consideration equal to the Shareholders shall have given the Escrow Agent written notice as to Stated Value Per Share multiplied by the number of Escrowed Escrow Shares which would otherwise be required 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 released pursuant to Section 2.2, abovethe provisions hereof. Any amounts remaining to be paid after such Escrow Consideration has been exhausted shall be satisfied from the Escrow Shares.

Uncontested Claims. If In the Shareholders do event that the Parent or Stockholder ------------------ Representative, as the case may be, does not contest a Notice of Claim (an "Uncontested Claim") in writing within thirty (30) calendar days after receipt ----------------- by Parent or the Stockholder Representative of such Notice of Claim, as provided below in accordance with Section 8.3 2.3(b), Parent or the Stockholder Representative in the event of the Merger Agreement, DPRC an Acceleration Release may deliver to the Escrow Agent, with a copy to the ShareholdersParent or the Stockholder Representative, as the case may be, a written demand by DPRC (a "DPRC Demand") stating that a Notice of Claim had has been given as ------ required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received by the Escrow Agent from the Shareholders Stockholder Representative or the Parent, as the case may be, during the period specified in the Merger Agreement this Escrow Agreement, and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a)2.3(a) to the Indemnification Escrow Fund or the Goals Escrow Fund, as appropriate. The Escrow Agent shall within 20 Within thirty (30) calendar days after receipt by the Escrow Agent of such DPRC a Demand, release to DPRC for cancellation that number of Escrowed Shares having a value (determined pursuant to Section 2.2Parent or the Stockholder Representative, above, treating the 30th calendar day after the date of the Notice of Claim as the Final Release Date) equal case may be, may object by a written notice delivered to Parent or the Stockholder Representative, as the case may be, and the Escrow Agent to the amount of Damages specified in computations or other administrative matters relating to 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 proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon, whereupon the Escrow Agent shall not release make any of the Escrowed Shares to DPRC Escrow Adjustments until either either: (i) DPRC Parent and the Shareholders Stockholder Representative shall have given the Escrow Agent written notice as to the number of Escrowed Shares to be releasedsetting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 3.4(b2.3(b) and 3.4(c2.3(c). Upon satisfaction of the foregoing, belowthe Escrow Agent, provided that such objection as directed in writing by Parent, and Parent shall not effect promptly take all steps to release the dates used to determine the Share Price pursuant to Section 2.2, abovefinal Escrow Adjustments.

Uncontested Claims. If In the Shareholders do 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 accordance with Section 8.3 of the Merger Agreement2.3(b), DPRC Parent may deliver to the Escrow Agent, with a copy to the ShareholdersIndemnification Representative, a written demand by DPRC Parent (a "DPRC “Parent Demand"”) stating that a Notice of Claim had has been given as required in the Merger this Escrow Agreement and that no Notice notice of Contest contest has been received by the Escrow Agent from the Shareholders Indemnification Representative during the period specified in the Merger Agreement this Escrow Agreement, and further stating setting forth the number of Escrowed Shares proposed Escrow Adjustments to be withheld from release to the Shareholders or to be released to DPRC made in accordance with this Section 3.4(a2.3(a). The Escrow Agent shall within 20 Within thirty (30) 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 by the 30th calendar day after the date Escrow Agent 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 Parent Demand, the Shareholders Indemnification Representative may object by a written notice delivered to DPRC's calculation of Parent and the number of Escrowed Shares Escrow Agent to be released the computations or other administrative matters relating to DPRC the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim noticed previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon, whereupon the Escrow Agent shall not release make any of the Escrowed Shares to DPRC Escrow Adjustments until either either: (i) DPRC Parent and the Shareholders Indemnification Representative shall have given the Escrow Agent written notice as to the number of Escrowed Shares to be releasedsetting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 3.4(b2.3(b) and 3.4(c2.3(c). Upon satisfaction of the foregoing, belowthe Escrow Agent, provided that such objection as directed in writing by Parent, and Parent shall not effect promptly take all steps to release the dates used to determine the Share Price pursuant to Section 2.2, abovefinal Escrow Adjustments.