Objections to Claims Sample Clauses

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 Depositary Agent, a duplicate copy of such certificate shall be delivered to the Shareholders' Agent and for a period of thirty (30) days after such delivery, the Depositary Agent shall make no delivery to Parent of any Escrow Shares unless the Depositary Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Depositary Agent shall make delivery of Exchangeable Shares and shares of Parent Common Stock from the Escrow Fund, 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 Depositary Agent prior to the expiration of such thirty (30) day period.
Objections to Claims. The Securityholders' Agent may object to the claim on the Officer's Certificate by delivery to Kintera (with a copy to the Escrow Agent) of such objection in writing within thirty (30) calendar days of the delivery of the Officer's Certificate to the Securityholders' Agent. In case the Securityholders' Agent shall so object in writing to any claim or claims by Kintera or Purchaser made in any Officer's Certificate, Kintera or Purchaser shall have thirty (30) days to respond in a written statement to the objection of the Securityholders' Agent. If after such thirty (30) calendar day period there remains a dispute as to any claims, the Securityholders' Agent and Kintera or Purchaser shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholders' Agent and Kintera or Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and the distribution or cancellation, if any, of Escrow Securities shall be made in connection therewith in accordance with Section 8.2 and 8.5.
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 and for a period of forty-five (45) days after such delivery to the Escrow Agent and the Shareholders' Agent of such Officer's Certificate, (i) the Escrow Agent shall make no delivery of 724 Solutions Common Stock or other property pursuant to Section 8.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery; and (ii) 724 Solutions shall not terminate Subject Options pursuant to Section 8.5 hereof unless 724 Solutions shall have received written authorization from the Shareholders' Agent to cancel such Subject Options. After the expiration of such forty-five (45) day period, (i) the Escrow Agent shall make delivery of the 724 Solutions Common Stock or other property in the Escrow Fund, in accordance with Section 8.5 hereof; and (ii) 724 Solutions shall terminate Subject Options, in accordance with Section 8.5 hereof, provided that no such payment, delivery or termination 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 724 Solutions 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 Transferor Stockholder Agent (as defined in Section 11.2(i)). The Escrow Agent shall make no delivery to Acquiror of any amounts out of the Escrow Fund, pursuant to Section 11.2(e)(A)(i) hereof, unless and until the Escrow Agent shall have received written authorization from the Transferor Stockholder Agent to make such delivery or unless the claim shall have been resolved pursuant to Section 11.2(h). If the Transferor Stockholder Agent shall object to the claim made in the Officer's Certificate, the Transferor Stockholder Agent shall do so in a written statement to such effect delivered to the Escrow Agent. The Transferor Stockholder Agent shall approve or object to any such claim within a reasonable time after actual receipt of the Officer's Certificate.
Objections to Claims. If Purchaser does not object to any Indemnification Notice within sixty (60) days of receipt, the claims made in such notice shall be deemed to be agreed to among the Parties and Purchaser shall be liable for the related Losses. If Purchaser objects to claims made in such Indemnification Notice, it must deliver a written objection (“Purchaser Objection Notice”) to Sellers detailing the reasons and basis for such objection. If a Purchaser Objection Notice is delivered, Sellers and Purchaser shall attempt in good faith for sixty (60) days to agree upon the rights of the respective Parties with respect to each of such claims. If Sellers and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. If the Parties do not agree, then the matter shall be resolved in accordance with Section 12.4.
Objections to Claims. No such payment or delivery may be required pursuant to Section 7.2(b) above if the Stockholder shall object in a written statement to the claim made in the Officer's Certificate with thirty (30) days of delivery of such Officer's Certificate, and such statement shall have been delivered to Parent prior to the expiration of such thirty (30)-day period.
Objections to Claims. Purchaser shall be entitled to offset against any Contingent Payments the full amount of Losses claimed in the Officer’s Certificate immediately after the 45 day waiting period specified in Section 8.4(a) expires (or at such earlier date as the Sellers’ Agent may authorize), unless prior to such time the Sellers’ Agent delivers a written objection to the claim made in the Officer’s Certificate (a “Notice of Dispute”) to Purchaser. The Notice of Dispute must include a reasonably detailed description of the basis of the objection, as well as the amount of Losses, if any, which the Sellers’ Agent is not disputing. Any undisputed Losses immediately shall be offset by Purchaser against any Contingent Payments or other payments and Purchaser shall be entitled to withhold any or all of the Contingent Payments reasonably anticipated to cover disputed or anticipated Losses described in the Officer’s Certificate. If the Sellers’ Agent does not timely deliver a Notice of Dispute (or such Notice of Dispute does not reasonably describe the basis of the objection), the Sellers’ Agent shall be deemed to have irrevocably approved and consented to the offset of all Losses specified in the Officer’s Certificate (including any anticipated Losses, which will be deemed irrevocably by Sellers’ Agent approved and shall be offset by Purchaser promptly upon their actual incurrence). Purchaser shall be entitled to rely on and act in accordance with any written or deemed approval and consent of the Sellers’ Agent in immediately offsetting the amount of any Losses claimed in a specific Officer’s Certificate (and in offsetting any Contingent Payments or other payments reasonably anticipated to cover any Losses upon occurrence), even if the Sellers’ Agent subsequently objects to or disputes the nature or amount of Losses. At such time as the cash payable to cover the amount of Losses exceeds the payments pursuant to the Contingent Payments, all Sellers shall cease to have any rights to receive any further Merger Consideration under this Agreement.
Objections to Claims. If an Indemnitor shall object to the indemnification of an Indemnitee in respect of any claim or claims specified in any Officer's Certificate, the Indemnitor shall, within thirty (30) days after delivery to the Indemnitor of such officer's Certificate, deliver to the Indemnitee an Officer's Certificate to such effect, and the Indemnitor and the Indemnitee shall, within the thirty (30) day period beginning on the date of delivery to the Indemnitee of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnitor shall have so objected. If the Indemnitee and the Indemnitor shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnitee and the Indemnitor shall promptly prepare and sign a memorandum setting forth such agreement.
Objections to Claims. In case Seller shall object in writing to any claim or claims by a Purchaser Indemnitee made in any Notice of Claim, Purchaser Indemnitee shall have twenty (20) Business Days following the receipt of such written objection to respond in a written statement to the objection of Seller. If after such twenty (20) Business Day period there remains a dispute as to any claims, Seller and Purchaser shall attempt in good faith for thirty (30) Business Days to agree upon the rights of the respective parties with respect to each of such claims. If Seller and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared by Purchaser and signed by Purchaser and Seller.