Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (i) If the Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate to recover Losses from the Escrow Fund Account, or from the Company Indemnifying Parties directly, within thirty (30) days after delivery of such Officer's ’s Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow FundAccount, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute cash from the Escrow Fund Account in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If the Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Sellers' Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Sellers' Representative and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Sellers' Representative and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute amounts from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If the Stockholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's ’s Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Representative shall object in writing to any claim or claims made in any Officer's ’s Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's ’s Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in Parent and the case of a claim against the Escrow Fund, shall be Stockholder Representative and furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute cash from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute amounts from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case the Stockholder Representative shall object in writing to any claim or claims made in any Officer's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate, then the Stockholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute amounts from the Escrow Fund in accordance with the terms thereof.

Resolution of Conflicts; Arbitration. (i) If In case Seller or any successor thereto (including the Stockholder Representative Trust) shall so object in writing to any claim or claims made in any Officer's ’s Certificate to recover Losses from the Escrow Fund within thirty (30) 30 days after delivery of such Officer's ’s Certificate, then Seller or any successor thereto (including the Stockholder Representative Trust) and Parent shall attempt in good faith to agree upon the rights of the respective parties Parties with respect to each of such claims. If Seller or any successor thereto (including the Stockholder Representative Trust) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a claim against the Escrow Fund, Parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions distribute amounts from the Escrow Fund in accordance with the terms thereof.