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 Officer's Certificate shall be delivered to the Stockholders' Agent and for a period of forty-five (45) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock pursuant to Section 8.4 unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of Parent Common Stock then in the Escrow Fund in accordance with Section 8.4, provided that no such payment or delivery may be made if the Stockholders' 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 Parent 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 Officer's Certificate certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' 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 and to Parent prior to the expiration of such forty-five thirty (45) day 30)-day period.

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 certificate shall be delivered to the Stockholders' Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent receipt of such Officer's Certificate, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.48.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' Securityholder 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 and to Parent prior to the expiration of such forty-five thirty (45) day 30)-day period.

Objections to Claims. (i) At the time of delivery of any Officer's Certificate to the Escrow AgentClaim Notice by any Parent Indemnified Person, a duplicate copy of such Officer's Certificate Claim Notice shall be delivered to the StockholdersShareholders' Agent and for Agent. For a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Common Stock Shares or other property pursuant to Section 8.4 11.3(h) hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the Parent Common Stock then Shares or other property in the Escrow Fund in accordance with Section 8.411.3(h) hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's CertificateClaim Notice, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Shares in the Escrow Fund pursuant to Section 8.4 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery to Parent of Parent Common Stock then any Escrow Shares in the Escrow Fund in accordance with Section 8.49.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Securityholder 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 and (with a copy to Parent Parent) prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.2(h)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(e) hereof, provided that no such payment or delivery may be made if the Stockholders' Securityholder 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 and to Parent prior to the expiration of such forty-five thirty (4530)-day period. -44- (g) day periodResolution of Conflicts; Arbitration.

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 certificate shall be delivered to the Stockholders' Agent Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any amounts in the General Escrow Fund pursuant to Section 8.4 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the General Escrow Fund in accordance with Section 8.49.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent -------- ------- Stockholder 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

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 certificate shall be delivered to the Stockholders' Agent Shareholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent out of Parent Common Stock the Escrow Fund pursuant to Section 8.4 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Stockholders' Agent Shareholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of the shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

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 certificate shall be delivered to the StockholdersSecurityholders' Agent Agent, and for a period of forty-five thirty (4530) days after such delivery to receipt by the Escrow Agent of such an Officer's Certificate, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 5 hereof unless the Escrow Agent shall have received written authorization from the StockholdersSecurityholders' Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then (and, if applicable under Section 4(c) or Section 5(d), other assets in the Escrow Fund) from the Escrow Fund in accordance with Section 8.45 hereof, provided that no such payment or delivery may be made if the StockholdersSecurityholders' 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 Parent prior to the expiration of such forty-five thirty (4530) day period.

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 certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.3(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of any shares of Parent Common Stock pursuant to Section 8.4 7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.3(d) hereof, provided that no such payment or delivery may be made if the Stockholders' 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

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 certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' 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 and to Parent prior to the expiration of such forty-five thirty (45) day 30)-day period.

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 certificate shall be delivered to the Stockholders' Agent Stockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 8.02(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.48.02(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Stockholder 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period, with a copy of such objection to be simultaneously transmitted to Parent.

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 certificate shall be delivered to the Stockholders' Shareholder Agent (as defined in Section 7.2(h) hereof) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Shareholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(e) hereof, provided that no such payment or delivery may be made if the Stockholders' 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Securityholder Agent (as defined in Section 7.2(g)) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (45) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' Securityholder 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 and to Parent prior to the expiration of such forty-five thirty (4530)-day period. -40- (f) day periodResolution of Conflicts; Arbitration.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of any cash or shares of Parent Common Stock in the Escrow Fund pursuant to Section 8.4 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of cash or shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.49.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Securityholder 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Securityholder Agent and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of any cash or shares of Parent Common Stock in the Escrow Funds pursuant to Section 8.4 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of cash or shares of Parent Common Stock then in from the Escrow Fund Funds in accordance with Section 8.49.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Securityholder 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Securityholder Agent and for a period of forty-five (45) days after such delivery to the Escrow Agent of such Officer's ’s Certificate, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.3(d) unless the Escrow Agent shall have received written 38 authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such forty-five (45) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.3(d), provided that no such payment or delivery may be made if the Stockholders' Securityholder 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 and (with a copy to Parent Parent) 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 Officer's Certificate certificate shall be delivered to the Stockholders' Agent Shareholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent -------------- shall have received written authorization from the Stockholders' Agent Shareholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Escrow Fund in accordance with Section 8.47.2(d) hereof; provided, provided however, that no -------------- -------- ------- such payment or delivery may be made if the Stockholders' Agent 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 and to Parent prior to the expiration of such forty-five thirty (4530) day period.

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agent Stockholder Representative, and for a period of forty-five thirty (4530) calendar days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock any Escrow Amounts pursuant to Section 8.4 8.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such forty-five thirty (4530) calendar day period, the Escrow Agent shall make delivery of shares of Parent Common Stock then in from the Indemnification Escrow Fund in accordance with Section 8.48.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Stockholder Representative 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 and to Parent prior to the expiration of such forty-five thirty (4530) calendar day period, with a copy of such objection to be simultaneously transmitted to Parent.