Common use of Uncontested Claims Clause in Contracts

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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Medigus Ltd.), Share Purchase Agreement (ParaZero Technologies Ltd.)

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Uncontested Claims. If, within thirty (30) days 15 Business Days after a Notice of Claim is received by the SellerSeller Representative, the Seller Representative does not contest such Notice of Claim in writing to Acquirer Representative the Purchaser as provided in Section 11.9(b8.8(b), the Seller Representative shall be conclusively deemed to have consentedconsented on behalf of the Seller, to the recovery by the Acquiror Indemnified Person of the full amount of Indemnifiable Damages specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Escrow FundVIII, and, without further notice, to have stipulated or consented to the entry of a final judgment or final determination, as the case may be, for damages against the Seller for such amount in any court or with any arbitrator having jurisdiction over the matter where venue is proper.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astro Med Inc /New/)

Uncontested Claims. If, within thirty (30) 30 business 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 the Buyer as provided in Section 11.9(b9.6(b), the Seller shall be conclusively deemed to have consented, on behalf of itself and the Founder, to the recovery by the Acquiror Indemnified Person Buyer of the full amount of Damages the Losses specified in the Notice of Claim in accordance with this Article 11IX, including offset against the forfeiture of Escrow FundEarnout Payment, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Seller and the Founder for such amount in any court having jurisdiction over the matter where venue is proper.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pumatech Inc)

Uncontested Claims. If, within thirty (30) days Business 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 Buyer as provided in Section 11.9(b7.7(b), then, to the extent of the limitations set forth in this Article 7, Seller shall be conclusively deemed to have consented, 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 Fund7, 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Mips Technologies Inc)

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Uncontested Claims. If, within thirty (30) days 15 Business 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 the Purchaser as provided in Section 11.9(b8.7(b), the Seller shall be conclusively deemed to have consented, to the recovery by the Acquiror Indemnified Person of the full amount of Indemnifiable Damages specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Escrow FundVIII, and, without further notice, to have stipulated or consented to the entry of a final judgment or final determination, as the case may be, for damages against the Seller for such amount in any court or with any arbitrator having jurisdiction over the matter where venue is proper.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astro Med Inc /New/)

Uncontested Claims. If, within thirty (30) 30 days after a Notice of Claim is received by the SellerAcquiror, the Seller Acquiror does not contest such Notice of Claim in writing to Acquirer Representative as provided in Section 11.9(b12.8(b)(ii), the Seller Acquiror shall be conclusively deemed to have consented, consented to the recovery by the Acquiror Indemnified Person Effective Time Holders of the full amount of Damages (subject to the limits contained in this ARTICLE 12) specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Escrow FundSection 12.8, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Seller Acquiror for such amount in any court having jurisdiction over the matter where venue is proper.

Appears in 1 contract

Samples: Merger Agreement (Covad Communications Group Inc)

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