Common use of Objections to Claims Clause in Contracts

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.

Appears in 2 contracts

Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)

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Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to Seller and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Amounts assets pursuant to Section 8.2(e) 8.5 hereof unless the Escrow Agent shall have received written authorization from Seller to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of funds from the assets in the Escrow Fund in accordance with Section 8.2(e)8.5 hereof, 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 and to Purchaser prior to the expiration of such 30 forty-five (45) day period.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

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 the Securityholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer Parent of any Escrow Amounts pursuant to Section 8.2(eSubsection (e) unless the Escrow Agent shall have received written authorization from Seller the Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds cash from the Escrow Fund in accordance with Section 8.2(e)Subsection (e) hereof, provided that no such payment or delivery may be made if Seller 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 30 thirty day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PMC Sierra Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, Purchaser shall cause a duplicate copy of such certificate shall to be delivered to Seller the Shareholders' Agent (as defined herein) 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) Purchaser unless the Escrow Agent shall have received written authorization from Seller the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds shares of Purchaser Shares from the Escrow Fund in accordance with Section 8.2(e)Fund, provided that no such payment or delivery may be made if Seller 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 prior to the expiration of such 30 thirty (30) day period.

Appears in 1 contract

Samples: Share Purchase Agreement (Ravisent Technologies Inc)

Objections to Claims. (i) At the time of delivery of any Officer's Certificate Claim Notice from Buyer to the Escrow Agent, a duplicate copy of such certificate shall Claim Notice will be delivered to Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall will make no delivery to Buyer of any the Escrow Amounts pursuant to Section 8.2(e) Fund 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 portion of the Escrow Fund in accordance with Section 8.2(e)7.4(d) hereof, provided 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 CertificateClaim Notice, and such statement shall have has been delivered to the Escrow Agent and Buyer prior to the expiration of such 30 thirty (30) day period.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Diedrich Coffee Inc)

Objections to Claims. (a) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to Seller and for the Shareholders' Agent. For a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Amounts FindWhat Common Shares or other property pursuant to Section 8.2(e) 9.4 unless the Escrow Agent shall have received written authorization from Seller the Shareholders' Agent to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of funds from the Escrow Fund Funds in accordance with Section 8.2(e)9.4, provided that no such payment or delivery may be made if Seller 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 FindWhat prior to the expiration of such 30 30-day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Findwhat Com Inc)

Objections to Claims. At Notwithstanding the time provisions of delivery of any Officer's Certificate to the Escrow AgentSection 7.5 above, a duplicate copy of such certificate shall be delivered to Seller and for a period of thirty (30) days after such deliverydelivery of any claim by Purchaser to Escrow Agent, the Escrow Agent shall make no delivery to Buyer Purchaser of any Escrow Amounts pursuant to Section 8.2(e) Shares or other assets unless the Escrow Agent shall have first received written authorization from Seller the Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds from the shares of Common Stock or other property in the Escrow Fund in accordance with Section 8.2(e)7.5 hereof, provided that no such payment or delivery may be made if Seller the Representative shall object in a written statement writing to the claim made in the Officer's Certificate, and such statement objection shall have been delivered to the Escrow Agent prior to the expiration of such 30 thirty (30) day period.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Procyte Corp /Wa/)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to Seller the Shareholder Agent (as defined herein), and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer IEC of any Escrow Amounts pursuant to Section 8.2(e) Shares unless the Escrow Agent shall have received written authorization from Seller the Shareholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds shares of IEC Common Stock from the Escrow Fund in accordance with Section 8.2(e)Fund, provided that no such payment or delivery may be made if Seller 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 thirty (30) day period.

Appears in 1 contract

Samples: Employment Agreement (Mediaplex Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall will be delivered to Seller Shareholder and for a period of thirty (30) days after such delivery, the Escrow Agent shall will make no delivery to Buyer of any Escrow Amounts Funds pursuant to Section 8.2(e7.2(d) hereof unless the Escrow Agent shall have received written authorization from Seller Shareholder to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall will make delivery of funds from the Escrow Fund in accordance with Section 8.2(e)7.2(d) hereof, provided that provided, that, no such payment or delivery may be made if Seller Shareholder 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 thirty (30) day period. (f Resolution of Conflicts; Arbitration.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Scientific Technologies Inc)

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) 30 days after such deliveryreceipt of the Officer's Certificate, the Escrow Agent shall make no delivery to Buyer of any Purchaser Indemnitee from the Escrow Amounts Fund pursuant to Section 8.2(e11.6(a) hereof unless the Escrow Agent shall have received written authorization from Seller to make such delivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall make delivery of funds from the Escrow Fund in accordance with Section 8.2(e)11.6(a) hereof, 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 and Purchaser prior to the expiration of such 30 day period.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD)

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 the Shareholders' Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Amounts cash pursuant to Section 8.2(e) 9.5 hereof unless the Escrow Agent shall have received written authorization from Seller the Shareholders' Agent 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 amount requested in the Officer's Certificate in accordance with Section 8.2(e)9.5 hereof, provided that no such payment or delivery may need be made if Seller 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 Parent (with a copy to the Escrow Agent Agent) prior to the expiration of such 30 30-day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asyst Technologies Inc /Ca/)

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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 For a period of thirty (30) days after such deliverydelivery of an Officers Certificate to the Shareholder Agent, the Escrow Agent shall make no delivery to Buyer transfers of any Escrow Amounts Escrowed Proceeds pursuant to Section 8.2(e6.3(d) hereof unless the Escrow Agent shall have received written authorization from Seller the Shareholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of funds transfer Escrowed Proceeds from the Escrow Fund in accordance with Section 8.2(e)6.3(d) hereof, provided that no such payment or delivery may be made if Seller 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 with a copy to Prograph prior to the expiration of such 30 day thirty (30)-day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Printcafe Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to Seller the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer Prospect of any funds from the Escrow Amounts Fund pursuant to Section 8.2(e) 9.4 hereof unless the Escrow Agent shall have received written authorization from Seller the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery payment of funds cash from the Escrow Fund in accordance with Section 8.2(e)9.4 hereof, provided that no such payment or delivery may be made if Seller the Shareholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such written statement of objection shall have been delivered to the Escrow Agent prior to the expiration of such 30 thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Prospect Medical Holdings Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to Seller the Stockholder Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer Acquirer of any Escrow Amounts pursuant to Section 8.2(e7.2(e) unless the Escrow Agent shall have received written authorization from Seller the Stockholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds cash from the Escrow Fund in accordance with Section 8.2(e7.2(e), provided that no such payment or delivery may be made if Seller the Stockholder Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such 30 thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webex Communications Inc)

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 For a period of thirty twenty-five (3025) days after such deliverydelivery of an Officer's Certificate, the Escrow Agent shall make no delivery to Buyer of any amount from the Escrow Amounts Fund pursuant to Section 8.2(e) 9.07 unless the Escrow Agent shall have received written authorization from Seller to make such delivery. After the expiration of such thirty twenty-five (3025) day period, the Escrow Agent shall make delivery of funds from the Escrow Fund in accordance with Section 8.2(e)applicable amount, provided except 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 and to Purchaser prior to the expiration of such 30 twenty-five (25) day period.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lsi Logic Corp)

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 the Shareholder Representative, 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) hereto unless the Escrow Agent shall have received written authorization from Seller the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of funds shares of Buyer Common Stock from the Escrow Fund in accordance with Section 8.2(e)herewith; provided, provided however, that no such payment or delivery may be made if Seller 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 30 thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Evoke Inc)

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 the Indemnitors and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Buyer of any Escrow Amounts cash pursuant to Section 8.2(e) 9.5 hereof unless the Escrow Agent shall have received written authorization from Seller the Indemnitors 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 amount requested in the Officer's Certificate in accordance with Section 8.2(e)9.5 hereof, provided that no such payment or delivery may need be made if Seller the Indemnitors who received a majority of the Parent Company Stock in the Merger shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to Parent (with a copy to the Escrow Agent Agent) prior to the expiration of such 30 30-day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Asyst Technologies Inc /Ca/)

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