Failure to Settle Contested Amount Clause Samples
The "Failure to Settle Contested Amount" clause defines the procedures and consequences when parties cannot resolve a disputed payment or financial obligation. Typically, this clause outlines steps such as escalation to senior management, mediation, or arbitration if the parties fail to agree on the amount owed within a specified timeframe. It may also address interim payment requirements or interest accrual on the contested sum. The core function of this clause is to provide a clear process for resolving payment disputes, thereby minimizing prolonged disagreements and ensuring that unresolved financial issues do not disrupt the overall contractual relationship.
Failure to Settle Contested Amount. If the Indemnifying Person and the Indemnified Person are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Person or the Indemnifying Person (with Parent or Sellers’ Representative as the sole authorized agents of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within one year following the delivery of the Response Notice, and the remaining Contested Amount will only be payable upon the earlier of the agreement of the parties or entry of a final, non-appealable Order concerning the matter issued by a court of competent jurisdiction (a “Final Award”), and, subject to the limitations of this Article IX, (i) if a Parent Indemnitee is the Indemnified Person, Sellers will pay to such Indemnified Person any amount of the Final Award that remains unpaid as provided for in Section 9.2(b)(iii); or (ii) if a Seller Indemnitee is the Indemnified Person, Parent will pay to such Indemnified Person in an amount equal to the amount of the Final Award as provided for in Section 9.3(c). If neither the Indemnified Person nor the Indemnifying Person submit the dispute to a court of competent jurisdiction within such one-year period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Person delivering the Response Notice.
Failure to Settle Contested Amount. If the Indemnifying Party and the Indemnified Party are unable to resolve any part of the dispute relating to any Contested Amount within thirty (30) days of the delivery of the Response Notice, then with respect to the remaining Contested Amount, either the Indemnified Party or the Indemnifying Party (with Buyer or the Sellers’ Representative as the sole authorized agents, of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction following the delivery of the Response Notice, subject to the limitations, requirements, and procedures set forth in Article 6 and Article 9 of this Agreement.
Failure to Settle Contested Amount. If the Indemnifying Party and the Indemnified Party are unable to resolve any part of the dispute relating to any Contested Amount during the Settlement Period, then with respect to the remaining Contested Amount, either the Indemnified Party or the Indemnifying Party (with Parent or Stockholders’ Representative as the sole authorized agents, of the Parties, as the case may be) may submit the dispute to a court of competent jurisdiction within ninety (90) days following the delivery of the Response Notice, subject to the limitations, requirements, and procedures set forth in this Section 6.3, Section 6.8, and Article IX, and the remaining Contested Amount will only be payable upon receiving an executed settlement agreement or a certified copy of a final non-appealable binding judgment of a court of competent jurisdiction (a “Final Award”), with any such portion of the Contested Amount to be payable pursuant to the Final Award to be paid to the applicable Person within three Business Days of the Final Award. If neither the Indemnified Party nor the Indemnifying Party submit the dispute to a court of competent jurisdiction within such ninety (90)-day period following delivery of the Response Notice, such dispute will be deemed resolved in favor of the Indemnifying Party (and no indemnification pursuant to this Agreement will be due).