Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.
Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Principal Stockholder and for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Principal Stockholder to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof, provided that no such payment or delivery may be made if the Principal Stockholder shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five (45) day period.
Objections to Claims. 52 8.8 Resolution of Conflicts; Arbitration............................53 8.9
Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.7 below) and for a period of twenty (20) days after such delivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock or other property pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty (20) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.4 hereof, provided that no such payment or delivery may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such twenty (20) day period.
Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.
Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.09 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof, provided that no such payment or delivery may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.
Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Amounts pursuant to Section 8.2(e) unless the Escrow Agent shall have received written authorization from Seller to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds from the Escrow Fund in accordance with Section 8.2(e), provided that no such payment or delivery may be made if Seller shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such 30 day period.
Objections to Claims. For a period of forty-five (45) days after delivery of any Acquiror Officer's Certificate to the Shareholders' Agent, the Cash Escrow Agent shall make no delivery of Escrow Cash and Acquiror shall not withhold any payment of Future Compensation or direct the Exchange Agent to make any offsetting notation to the Promissory Notes unless the Cash Escrow Agent or Acquiror shall have received written authorization from the Shareholders' Agent to make such delivery or notation. After the expiration of such forty-five (45) day period, the Cash Escrow Agent shall make delivery of Escrow Cash or Acquiror shall receive an offset to the Future Compensation not yet paid and, if appropriate, direct the Exchange Agent to make any appropriate offsetting notations to the Promissory Notes, provided, that no such delivery, offset or notation may be made if the Shareholders' Agent shall object in a written statement to the claim made in the Acquiror Officer's Certificate, and such statement shall have been delivered to the Cash Escrow Agent (if any) or to Acquiror prior to the expiration of such forty-five (45) day period.
Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Agent to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(e) hereof, provided that no such payment or delivery may be made if the Shareholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such 30 day period.
Objections to Claims. At the time of the delivery of an Officer’s Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and the Escrow Agent prior to the expiration of such 10- Business Day period). During such 10-Business Day period, the Escrow Agent shall not deliver to Acquiror any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Cer...
