Agreed Claims. Claims for Losses specified in any Claim Certificate to which the Holder Representative did not object in writing within 30 days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 6.4(b) and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within ten Business Days of the determination of the amount of any such Agreed Claims.
Agreed Claims. Claims specified in any Officer's Certificate to which an Indemnitor shall not object in writing within ten (10) days after receipt by such Indemnitor of such Officer's Certificate, claims covered by a memorandum of agreement of the nature described in Section 4.4 and claims which have been reduced to non-appealable judgment or settled with the consent of the Indemnitor as provided in Section 4.5 are hereinafter referred to, collectively, as "Agreed Claims." The amount of any Agreed Claim shall be paid, in cash, by the Indemnitor to the Indemnitee with respect thereto promptly after the determination thereof.
Agreed Claims. Claims for Losses specified in any Certificate to which ------------- an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 9.4(b) hereof, claims for Losses the validity and amount of which have been the subject of final judicial determination or settlement as contemplated by Section 9.4(b) and/or Section 9.4(c) hereof are hereinafter referred to, collectively as "Agreed Claims". ------------- Within ten (10) days of the determination of the amount of any Agreed Claims for which Buyer is entitled to indemnification hereunder, (i) Parent shall pay Buyer an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated in writing by Buyer not less than two days prior to such payment, or (ii) if Parent fails to make such payment, or if otherwise directed to do so by Parent, Buyer shall take an amount equal to the Agreed Claim out of the Cash Holdback Fund. Within ten (10) days of the determination of the amount of any Agreed Claims for which Parent is entitled to indemnification hereunder, Buyer shall pay Parent an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated in writing by Parent not less than two days prior to such payment.
Agreed Claims. Claims for Losses specified in any Claim Certificate to which the Seller Representative did not object in writing by 11:59 PM Eastern time on the thirtieth (30th) day following the receipt of such Claim Certificate by the Seller Representative, claims for Losses covered by a memorandum of agreement of the nature described in Section 7.4(b) and claims for Losses the validity and amount of which have been the subject of resolution by binding arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within ten (10) Business Days of the determination of the amount of any such Agreed Claims; provided, however, that all payments made from the Escrow Amount shall be made as soon as practicable.
Agreed Claims. Claims for Losses specified in any Parent Claim to which the Company Representative did not object in writing within 30 days of receipt of such Parent Claim, Claims for Losses specified in any Company Claim to which the Parent Representative did not object in writing within 30 days of receipt of such Company Claim, claims for Losses covered by a memorandum of agreement of the nature described in Section 9.5(a) or Section 9.5(b), and claims for Losses the validity and amount of which have been the subject of resolution by mediation or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” Within ten Business Days after the determination of an Agreed Claim (i) for the benefit of the Parent Indemnified Parties (to the extent all such Agreed Claims for the benefit of the Parent Indemnified Parties, in the aggregate, exceed the Deductible), Parent, the Parent Representative and the Company Representative shall instruct the Escrow Agent to release to Parent from the Indemnity Escrow Shares that number of shares of Parent Common Stock having an aggregate Market Value equal to the amount of such Agreed Claim (and Parent agrees to then immediately cancel and retire such released Parent Common Stock) in accordance with the Escrow Agreement, or (ii) for the benefit of the Company Indemnified Parties (to the extent all such Agreed Claims for the benefit of the Company Indemnified Parties, in the aggregate, exceed the Deductible), the Parent Representative and the Company Representative shall instruct Parent to issue (and Parent shall issue) to the Former Company Stockholders from the Company Indemnity Shares that number of shares of Parent Common Stock having an aggregate Market Value equal to the amount of such Agreed Claim. Notwithstanding anything to the contrary herein, no Company Indemnity Shares will be issued after the fifth anniversary of the Closing Date.
Agreed Claims. Claims for Losses specified in any Claim Certificate to which the Indemnifying Party did not object in writing within thirty (30) days of receipt of such Claim Certificate, Claims covered by a memorandum of agreement of the nature described in Section 9.5.2 and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within sixty (60) Business Days of the determination of the amount of any such Agreed Claims.
Agreed Claims. Claims for Damages specified in any Indemnitee’s Certificate to which an Indemnitor shall not timely object in writing within thirty (30) days after receipt of such Indemnitee’s Certificate and claims for Damages the validity and amount of which shall have been the subject of a final judicial determination are hereinafter referred to, collectively, as “Agreed Claims”.
Agreed Claims. Claims for Losses specified in any Claim Certificate to which the Indemnifying Party did not object in writing within [***] days of receipt of such Claim Certificate, Claims covered by a memorandum of agreement of the nature described in Section 9.5.2 and claims for Losses the validity and amount of which have been the subject of resolution by arbitration or of a final non-appealable judicial determination are hereinafter referred to, collectively, as “Agreed Claims.” The Indemnified Party shall be entitled to payment for any Agreed Claim within [***] Business Days of the determination of the amount of any such Agreed Claims.
Agreed Claims. Claims for Losses specified in any Certificate to which an Indemnifying Person shall not object in writing within thirty (30) days of receipt of such Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 8.6(C) of this Agreement, claims for Losses the validity and amount of which have been the subject of final judicial determination or settlement as contemplated by Section 8.6(D) of this Agreement are collectively referred to as "Agreed Claims". Within ten (10) days of the determination of the amount of any Agreed Claim for which the Indemnified Person is entitled to indemnification under this Agreement, the Indemnifying Person shall pay the Indemnified Person an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated in writing by the Indemnified Person not less than two days prior to such payment.
Agreed Claims. Section 2.10(b) of the Pathlore Schedules sets forth the treatment of certain third-party claims (each, an “Agreed Claim”) for purposes of the application of the provisions of Article VII. Except as set forth in Section 2.10(b) of the Pathlore Schedules, nothing herein shall modify the rights and obligations set forth in Article VII, which shall continue to apply to each Agreed Claim. Notwithstanding anything to contrary herein, other than Sections 7.2(e), 7.2(f) and 7.2(g), (i) Losses sought to be recovered pursuant to Section 7.2(a)(v) shall be indemnifiable solely and exclusively in accordance with the limitations set forth in Section 2.10(b) of the Pathlore Schedules, and (ii) indemnification for any Agreed Claim shall be sought solely and exclusively under Section 7.2(a)(v).
