Resolution of Objections to Claims. (a) If the Sellers’ Agent objects in writing to any claim or claims by Acquiror made in an Officer’s Certificate by delivering an effective Objection Notice prior to the Objection Deadline, Acquiror and the Sellers’ Agent shall attempt in good faith for forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Sellers’ Agent shall so agree, a memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the parties and not subject to appeal. In the event such Settlement Memorandum relates to a claim against the Indemnity Escrow Shares, Acquiror and Sellers’ Agent shall submit joint written instructions to the Escrow Agent to release the Indemnity Escrow Shares in accordance with the terms of such Settlement Memorandum and this Agreement. In the event the amount to be paid to Acquiror on behalf of the Indemnified Persons under the terms of any such Settlement Memorandum exceeds the amount of Indemnity Escrow Shares then held by the Escrow Agent, or if such Settlement Memorandum relates to a claim for recovery directly from the Sellers, Acquiror (or at the request of Acquiror, the Sellers’ Agent) shall use commercially reasonable efforts to, within five (5) Business Days after the date of the Settlement Memorandum or as promptly as reasonably practicable thereafter, notify the Sellers of their indemnification obligations with respect thereto, and each such Seller shall promptly, and in no event later than ten (10) Business Days after delivery of any such notice by Acquiror (or the Sellers’ Agent, if applicable) to such Seller, wire transfer to Acquiror, on behalf of the applicable Indemnified Persons, an amount of cash equal to the amount so owed by such Seller.
Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper.
(b) If Parent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum.
(c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”).
(d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.
Resolution of Objections to Claims. (i) If the Indemnifying Party does not contest, by written notice to the Indemnified Party, any claim or claims by the Indemnified Party made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then the Indemnifying Party will be conclusively deemed to have consented to the recovery by the Indemnified Party of the full amount of the damages specified in the Claim Certificate. The Indemnifying Party shall pay to the Indemnified Party cash in an amount equal to the amount of the Losses set forth in such Claim Certificate.
(ii) If the Indemnifying Party objects in writing to any claim or claims by the Indemnified Party made in any Claim Certificate within such thirty (30) day period, the Indemnifying Party and Indemnified Party shall attempt in good faith for 15 days after the Indemnified Party’s receipt of such written objection to resolve such objection. If the Indemnifying Party and the Indemnified Party shall so agree, a memorandum setting forth such agreement shall be prepared and signed by the Indemnifying Party and the Indemnified Party.
(iii) If no such agreement can be reached during the 15-day period for good faith negotiation, but in any event upon the expiration of such 15-day period, either the Indemnifying Party or the Indemnified Party may bring an Action in accordance with the terms of Section 8.1 to resolve the matter.
(iv) Seller and Purchaser agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article VI as adjustments to the Transaction Consideration for all Tax purposes, to the maximum extent permitted by Law.
Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 to any claim, the Indemnifying Person and the Indemnified Person will attempt in good faith during the period of thirty days thereafter to agree upon the rights of the respective parties with respect to each disputed claim.
(i) If an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement.
(ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreement.
(b) If no such agreement can be reached after good faith negotiation, a senior representative of the Seller and a senior representative of the Purchaser will meet within ten days of the expiration of such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New York, New York.
(i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement.
(ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated a...
Resolution of Objections to Claims. (a) If the Stockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by the Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified 54- Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such number of Escrow Shares from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper.
(b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and the Stockholders’ Agent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such number of Escrow Shares from the Escrow Fund in accordance with the terms of such memorandum.
(c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, either Acquirer or the Stockholders’ Agent may bring suit in the courts of the State of California and the Federal courts of the United States of America, in each case, located within Santa Xxxxx county in the State of California to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall (i) be entitled to conclusively rely on and act in accordance with such decision and
Resolution of Objections to Claims. 9.7.1 In the event the Bridge Lender Representative shall so object in writing to any claim or claims by any Indemnified Party made in any Officer’s Certificate, Parent shall have 45 days after its receipt of such writing to respond in a written statement to the objection of the Bridge Lender Representative. If after such 45-day period there remains a dispute as to any claims, the Bridge Lender Representative and Parent shall attempt in good faith for 60 days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Bridge Lender Representative and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the shares or other property from the Escrow Fund in accordance with the terms thereof.
9.7.2 If no such agreement can be reached after good faith negotiation, either Parent or the Bridge Lender Representative may, by written notice to the other, demand arbitration of the dispute unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, each of Parent and the Bridge Lender Representative shall select one arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten days of their selection. The decision of the arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the Bridge Lenders and the Incentive Plan Participants and, notwithstanding anything in Section 9.6, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith.
9.7.3 Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 9.7.3, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at is...
Resolution of Objections to Claims. (a) If the Shareholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within such [***] period, Acquiror and the Shareholders’ Agent shall attempt in good faith for [***] after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Shareholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms of such memorandum.
(b) If no such agreement can be reached during the [***] period for good faith negotiation, but in any event upon the expiration of such [***] period, either Acquiror or the Shareholders’ Agent may bring suit in the courts of the Province of Ontario and the Federal courts of the Canada, in each case, located within the City of Toronto in the Province of Ontario to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Officer’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.
(c) For purposes of this Section 9.6(c), in any suit hereunder in which any claim or the amount thereof stated in the Officer’s Certificate delivered pursuant to Section 9.5 is at issue, [***] unless the trial court awards Acquiror [***], in which case [***]. The [***] to a [***] shall promptly [***] and the [***] and the [***] of the [***], including [***] in connection with [***].
Resolution of Objections to Claims. If the Shareholders’ Representative shall object in writing to any claim or claims by Parent made in any Officer’s Certificate, Parent shall have thirty days after its receipt of the Objection Notice to respond in a written statement to such objection (such 30-day period, the “Response Period”).
(a) If after the expiration of the Response Period there remains a dispute as to any claims, the Shareholders’ Representative and Parent shall attempt in good faith for twenty days thereafter to agree upon the rights of the respective parties with respect to each of such claims.
(b) If no such agreement can be reached after good faith negotiation, the Shareholders’ Representative and a senior representative of Parent shall meet within ten days of the expiration of such 20-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California.
(c) If no agreement can be reached after good faith mediation, the arbitration provisions of Section 8.11 shall be followed and the decision of the arbitrator regarding such claim shall be binding and conclusive upon the parties to this Agreement.
Resolution of Objections to Claims. (a) If the Securityholder Representative objects in writing to any claim or claims by an Indemnified Party made in a Claim Notice by delivering a timely Claim Objection Notice prior to the Objection Deadline, Acquiror and the Securityholder Representative shall attempt in good faith for thirty (30) days after the delivery of such Claim Objection Notice to resolve such objection. If Acquiror and the Securityholder Representative resolve and come to an agreement regarding the claim(s) made in the Claim Objection Notice, a memorandum setting forth such agreement (such memorandum or other form of settlement documentation mutually agreed, the “Settlement Memorandum”) shall be prepared and signed by both parties. The Settlement Memorandum shall be final and conclusive and binding on the Indemnifying Parties and the Indemnified Parties. In such event, the Losses that are Losses for which the Indemnified Parties are entitled payment under the Settlement Memorandum shall be satisfied in accordance with Section 9.6.
(b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnified Party’s receipt of such written objection (or such later date as may be agreed in writing by Xxxxxxxx and the Securityholder Representative), either Acquiror or the Securityholder Representative may commence arbitration proceedings pursuant to Section 11.11.
Resolution of Objections to Claims. (a) If the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 20-day period following delivery of the Officer’s Certificate, Acquiror and the Effective Time Holders’ Agent shall attempt in good faith for forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum.
(b) If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event upon the expiration of such 45-day period, either Acquiror or the Effective Time Holders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement, and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute Escrow Cash from the Escrow Fund in accordance therewith.
