Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Members do not object in writing to any claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of funds from the Escrow Account.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the Members do matter to which a claim relates shall not object have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in writing the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any claim or claims by Buyer made in such Officer’s Certificate Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after their receipt of such Officer’s Certificate, then Buyer and the Members date that the Indemnification Claim Notice is given. Any Claim Response shall submit one specify whether or more joint written instructions to not the Escrow Agent directing Indemnitor giving the release to Buyer of any portion of Claim Response disputes the Indemnifiable Damages specified claim described in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by BuyerIndemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Members object Response Period, such Indemnitor shall be deemed not to dispute the claim described in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objectionrelated Indemnification Claim Notice. If Buyer and the Members reach agreement during such period that Buyer is entitled any Indemnitor elects not to all or any portion of the Indemnifiable Damages sought pursuant dispute a claim described in an Indemnification Claim Notice, whether by failing to the Officer’s Certificate, then Buyer and the Members shall submit give a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members timely Claim Response in accordance with the Escrow Agreementterms hereof or otherwise, and Buyer and then the Members amount of such claim shall submit a joint written instruction be conclusively deemed to the Escrow Agent so directing the release be an obligation of funds from the Escrow Accountsuch Indemnitor.

Resolution of Objections to Claims. (a) If the Members do not object Sellers’ Agent objects in writing to any claim or claims by Buyer Acquiror made in such an Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificateby delivering an effective Objection Notice prior to the Objection Deadline, then Buyer Acquiror and the Members shall submit one or more joint written instructions to the Escrow Sellers’ Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after BuyerAcquiror’s receipt of such written objection to resolve such objection. If Buyer Acquiror and the Members reach Sellers’ Agent shall so agree, a memorandum setting forth such agreement during (the “Settlement Memorandum”) shall be prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the parties and not subject to appeal. In the event such period that Buyer is entitled Settlement Memorandum relates to all or any portion of a claim against the Indemnifiable Damages sought pursuant to the Officer’s CertificateIndemnity Escrow Shares, then Buyer Acquiror and the Members Sellers’ Agent shall submit a joint written instruction instructions to the Escrow Agent directing to release the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Indemnity Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members Shares in accordance with the terms of such Settlement Memorandum and this Agreement. In the event the amount to be paid to Acquiror on behalf of the Indemnified Persons under the terms of any such Settlement Memorandum exceeds the amount of Indemnity Escrow AgreementShares then held by the Escrow Agent, or if such Settlement Memorandum relates to a claim for recovery directly from the Sellers, Acquiror (or at the request of Acquiror, the Sellers’ Agent) shall use commercially reasonable efforts to, within five (5) Business Days after the date of the Settlement Memorandum or as promptly as reasonably practicable thereafter, notify the Sellers of their indemnification obligations with respect thereto, and Buyer each such Seller shall promptly, and in no event later than ten (10) Business Days after delivery of any such notice by Acquiror (or the Members shall submit a joint written instruction Sellers’ Agent, if applicable) to such Seller, wire transfer to Acquiror, on behalf of the applicable Indemnified Persons, an amount of cash equal to the Escrow Agent amount so directing the release of funds from the Escrow Accountowed by such Seller.

Resolution of Objections to Claims. (a) If Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Indemnification Claim Notice”) to the Members do not object in writing party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) prior to the end of any applicable Claims Period. Such notice shall briefly explain the nature of the claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members parties known to be involved, and shall submit one or more joint written instructions to specify the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyeramount thereof. If the Members object matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in writing the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any claim or claims made in such Officer’s Certificate Indemnified Party that has given a Indemnification Claim Notice (a “Claim Response”) within thirty fifteen (3015) days (the “Response Period”) after their receipt of such Officer’s Certificate, then Buyer and the Members date that the Indemnification Claim Notice is given. Any Claim Response shall attempt specify whether or not the Indemnitor giving the Claim Response disputes the claim described in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objectionthe Indemnification Claim Notice. If Buyer and any Indemnitor fails to give a Claim Response within the Members reach agreement during Response Period, such period that Buyer is entitled Indemnitor shall be deemed not to all or any portion of dispute the Indemnifiable Damages sought pursuant to claim described in the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereofrelated Indemnification Claim Notice. If Buyer and the Members reach agreement that Buyer is any Indemnitor elects not entitled to any Indemnifiable Damages with respect dispute a claim described in an Indemnification Claim Notice, whether by failing to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members give a timely Claim Response in accordance with the Escrow Agreementterms hereof or otherwise, and Buyer and then the Members amount of such claim shall submit a joint written instruction be conclusively deemed to the Escrow Agent so directing the release be an obligation of funds from the Escrow Accountsuch Indemnitor.

Resolution of Objections to Claims. (a) If Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to the Members do not object in writing party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) prior to the end of any applicable Claims Period. Such notice shall briefly explain the nature of the claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members parties known to be invoked, and shall submit one or more joint written instructions to specify the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyeramount thereof. If the Members object matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in writing the Claim Notice. Each Indemnitor to which a Claim Notice is given shall respond to any claim or claims made in such Officer’s Certificate Indemnified Party that has given a Claim Notice (a “Claim Response”) within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days (the “Response Period”) after Buyer’s receipt of such written objection to resolve such objectionthe date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If Buyer and any Indemnitor fails to give a Claim Response within the Members reach agreement during Response Period, such period that Buyer is entitled Indemnitor shall be deemed not to all or any portion of dispute the Indemnifiable Damages sought pursuant to claim described in the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereofrelated Claim Notice. If Buyer and the Members reach agreement that Buyer is any Indemnitor elects not entitled to any Indemnifiable Damages with respect dispute a claim described in a Claim Notice, whether by failing to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members give a timely Claim Response in accordance with the Escrow Agreementterms hereof or otherwise, and Buyer and then the Members amount of such claim shall submit a joint written instruction be conclusively deemed to the Escrow Agent so directing the release be an obligation of funds from the Escrow Accountsuch Indemnitor.

Resolution of Objections to Claims. (a) If the Members do not Representative shall object in writing during the Indemnification Objection Period to any claim or claims by Buyer an Indemnified Party made in such Officer’s Certificate within any Claim Notice, the Indemnified Party shall have thirty (30) days after their its receipt of the Indemnification Objection Notice to respond in a written statement to such Officer’s Certificateobjection. If after such thirty (30)-day period there remains a dispute as to any claims, then Buyer the Representative and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members Indemnified Party shall attempt in good faith for forty-five twenty (4520) days after Buyer’s receipt thereafter to agree upon the rights of the respective parties with respect to each of such written objection claims. If Parent and the Representative agree to resolve a resolution of such objection. If Buyer , and cash remains in the applicable account within the Escrow Fund, then Parent and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer Representative shall promptly prepare and the Members shall submit a joint written instruction deliver to the Escrow Agent a statement setting forth such conclusively resolved matters and directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to distribute cash from the Members applicable account of the Escrow Fund in accordance with the Escrow Agreementterms of such statement. If no such agreement can be reached after good faith negotiation, and Buyer each of the Representative and the Members Indemnified Party shall submit a joint written instruction meet within ten (10) days of the expiration of such twenty (20)-day period and negotiate in good faith for one day with an impartial mediator mutually agreed to by the parties in New York City, New York. If no agreement can be reached after good faith mediation, each of the Representative and the Indemnified Party may, subject to Section 9.11, bring suit to resolve the objection. The Representative may agree that the Indemnified Party is entitled to receive part, but not all, of the amount claimed under the claim Notice (the “Agreed Amount”), it being agreed that if cash remains in the applicable account within the Escrow Fund, the Representative and the Parent shall deliver to the Escrow Agent so directing the release of funds from Agent, a memorandum setting forth such agreement and signed by both parties instructing the Escrow AccountAgent to distribute to the Indemnified Party, out of the applicable account of the Escrow Fund, an amount equal to the Agreed Amount. Any remaining disputes in connection to amounts in excess of the Agreed Amount shall be resolved in accordance with the preceding paragraph.

Resolution of Objections to Claims. (a) If the Members do Shareholders' Agent does not object contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 20-day period provided in Section 9.5, then Acquirer shall reclaim a number of shares of Acquirer Common Stock from the Escrow Fund having a value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. If the Shareholders' Agent objects in writing to any claim or claims by Buyer Acquirer made in such Officer’s any Claim Certificate within thirty (30) days after their receipt of such Officer’s Certificate20-day period, then Buyer Acquirer and the Members shall submit one or more joint written instructions to the Escrow Shareholders' Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) 45 days after Buyer’s Acquirer's receipt of such written objection to resolve such objection. If Buyer Acquirer and the Members reach Shareholders' Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If no such agreement can be reached during the 45-day period for good faith negotiation, but in any event upon the expiration of such period that Buyer is 45-day period, either Acquirer or the Shareholders' Agent may bring suit to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement and in the event (i) Acquirer prevails in such proceeding, Acquirer shall be entitled to all or any portion act in accordance with such decision and Acquirer shall reclaim a number of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer shares of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released Acquirer Common Stock from the Escrow Account Fund; and (ii) Acquirer does not prevail, Acquirer shall forthwith cease and desist in respect pursuit of such Officer’s Certificate orclaim and abide by the decision of such trial court and otherwise comply with the applicable provisions of this Agreement concerning the use, if maintenance and release of the Holdback Release Date has occurredEscrow Fund. Judgment upon any award rendered by the trial court may be entered in any court of competent jurisdiction. For purposes of this Section 9.6(d), then in any amounts suit hereunder in which any claim or the amount thereof stated in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder Claim Certificate is at issue, Acquirer shall be released by deemed to be the Escrow Agent non-prevailing party unless the trial court awards Acquirer more than one-half of the amount in dispute, in which case the Selling Shareholders shall be deemed to be the Members in accordance with the Escrow Agreement, and Buyer non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the Members shall submit a joint written instruction to expenses and the Escrow Agent so directing fees and expenses of the release of funds from the Escrow Accountprevailing party, including attorneys' fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Members do Stockholders’ Agent, on behalf of the Contributing Equityholders as the indemnifying party, or Acquirer, as the indemnifying party (as applicable, the “Indemnifying Party”) does not object in writing contest, by written notice to the Indemnified Person, any claim or claims by Buyer Indemnified Person made in such Officer’s any Claim Certificate within thirty (30) days after their the 20-Business Day period following receipt of such Officer’s the Claim Certificate, then Buyer and (i) if the Members shall submit one or more joint written instructions to Contributing Equityholders are the Indemnifying Party, the Escrow Agent directing shall release the release number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund having a total value equal to Buyer the amount of any portion of the Indemnifiable Damages specified in corresponding to such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made as set forth in such Officer’s Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock held in the Indemnity Escrow Fund cancelled to satisfy any claims in a Claim Certificate within thirty under this Article 8 shall be the Trading Price, (30ii) days after their receipt if the Contributing Equityholders are the Indemnifying Party and if the number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund at the time of such Officer’s claim are insufficient to equal the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate, then Buyer and the Members Contributing Equityholders shall attempt in good faith for forty-five (45) days after Buyer’s receipt pay any such excess amount of such written objection to resolve such objection. If Buyer and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant directly to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members Acquirer (in accordance with their Pro Rata Shares) within ten (10) Business Days from the Escrow Agreementend of the 20-Business Day period following receipt of a Claim Certificate (and any shares of Acquirer Common Stock used by any Contributing Equityholder to satisfy such Contributing Equityholder’s liability (in whole or in part), shall be valued at the fair market value of a share of Acquirer Common Stock at the time of such claim (the “Share Value”), and Buyer and (iii) if the Members Acquirer is the Indemnifying Party, then Acquirer shall submit a joint written instruction make payment promptly (in cash or Acquirer Common Stock valued at the Share Value) to the Escrow Agent so directing the release of funds Contributing Equityholders within 10 Business Days from the Escrow Accountend of the 20-Business Day period following receipt of a Claim Certificate.

Resolution of Objections to Claims. (a) If the Members do not object Seller objects in writing to any claim or claims by Buyer Acquirer made in such any Officer’s Certificate within thirty (the 30) days after their receipt -day period following delivery of such the Officer’s 's Certificate, then Buyer Acquirer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members Seller shall attempt in good faith for forty-five (45) 45 days after Buyer’s Acquirer's receipt of such written objection to resolve such objection. If Buyer Acquirer and Seller shall so agree: (i) with respect to indemnification under Section 9.2(a)(viii), if there are amounts remaining from the Members reach Escrow Fundamental Fund, a memorandum setting forth such agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer shall be prepared and the Members shall submit a joint written instruction signed by both parties and delivered to the Escrow Agent directing reflecting the release agreed amount, if any, of such indemnifiable amounts under Section 9.2(a)(viii) that are payable to Buyer Acquirer (taking into account the limitations of this Article 9). Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow Fundamental Funds in accordance with the terms of such memorandum, and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount (for the avoidance of doubt, Seller shall have direct Liability for any remaining indemnifiable amounts under Section 9.2(a)(viii) resulting from any Litigation Claim not fully recovered from the Escrow Fundamental Fund, subject to the terms of this Agreement, including the limitations of this Article 9); (ii) with respect to indemnification under Sections 9.2(a)(i) through 9.2(a)(vii), if there are amounts remaining from the Escrow General Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent reflecting the agreed amount, if any, of such Indemnifiable Damages or portion thereofthat are payable to Acquirer (taking into account the limitations of this Article 9). If Buyer and the Members reach agreement that Buyer is not Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow General Fund in accordance with the terms of such memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount; and (iii) thereafter, with respect to Fundamental Claims, a memorandum setting forth any remaining amount agreed upon between the parties as Indemnifiable Damages that are payable to Acquirer (taking into account the limitations of this Article 9) shall be delivered to the Escrow Agent with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts Escrow Fundamental Fund. Acquirer shall be released entitled to conclusively rely on any such memorandum and Acquirer shall be entitled to reclaim an amount of cash from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members Fundamental Fund in accordance with the terms of such memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fundamental Fund with respect to any such amount. For the avoidance of doubt, Seller shall have direct Liability for any remaining amount of Indemnifiable Damages resulting from any Fundamental Claim subject to the terms of this Agreement, and Buyer and including the Members shall submit a joint written instruction to the Escrow Agent so directing the release limitations of funds from the Escrow Account.this Article 9; or

Resolution of Objections to Claims. (a) If the Members do not object Acquiror or Parent, as applicable, objects in writing to any claim or claims by Buyer the Indemnified Person against such party made in such Officer’s any Claim Certificate within thirty (30) days after their receipt the delivery of such Officer’s CertificateClaim Certificate (such a written objection, a “Claim Objection”), then Buyer Acquiror and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members Parent shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and ; provided that a copy of any such Claim Objection delivered by Parent with respect to a claim made during the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members Escrow Period shall submit a joint written instruction also be to the Escrow Agent. With respect to Claims Certificates delivered by an Acquiror Indemnified Person during the Escrow Period, if Acquiror and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent directing shall be entitled to conclusively rely on any such memorandum and the release Escrow Agent shall distribute Escrow Shares, subject to Buyer this Agreement, in accordance with the terms of such memorandum, which memorandum shall constitute joint written instructions as contemplated by Section 1.4(a) of the Escrow Agreement. If Acquiror or Parent, as applicable, does not deliver a Claim Objection as set forth above within thirty (30) days after the delivery of such Claim Certificate, any claim or claims made in such Claim Certificate shall be deemed accepted as valid Indemnifiable Damages or portion thereof. If Buyer in the amount stated in the Claims Certificate for which the Indemnifying Party is liable under this Article 8, and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter extent such Claim Certificate was delivered by an Acquiror Indemnified Person during the Escrow Period, then the applicable Indemnified Damages set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts such Claim Certificate shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released disbursed by the Escrow Agent to such Acquiror Indemnified Person on the Members first Business Day after such thirtieth (30th) day, with such disbursement to be effected as set forth in Section 1.3(f) of the Escrow Agreement. The Escrow Agent shall be entitled to rely on any such failure by Parent to timely deliver a Claim Objection and act in accordance with the foregoing sentence pursuant to Section 1.4(d) of the Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of funds from the Escrow Account.