Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. a. If the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s Certificate, Acquiror and the Effective Time Holders’ Agent shall attempt in good faith for forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time Holders’ Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time HoldersIndemnifying Parties’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40such 30-day period following delivery of such Officer’s Certificateset forth in Section 8.6(b), Acquiror and the Effective Time HoldersIndemnifying Parties’ Agent shall attempt in good faith for forty-five (45) 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time HoldersIndemnifying Parties’ Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Cash Escrow Cash or Stock Escrow from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time Indemnifying Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s Certificate, Acquiror and the Effective Time Indemnifying Holders’ Agent shall attempt in good faith for forty-five (45) 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time Indemnifying Holders’ Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time HoldersStockholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40such 20-day period following delivery of such Officer’s Certificateperiod, Acquiror and the Effective Time HoldersStockholders’ Agent shall attempt in good faith for forty-five (45) 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time HoldersStockholders’ Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash cash from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time HoldersStockholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40such 20-day period following delivery of such Officer’s Certificate(with a copy to the Escrow Agent), Acquiror and the Effective Time HoldersStockholders’ Agent shall attempt in good faith for forty-five (45) 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and shall effect the forfeiture of Escrow Agent shall distribute the Escrow Cash from the Escrow Fund Shares in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time Holders’ Shareholders' Agent in good faith objects in writing to any claim or claims by Acquiror made in any Officer’s 's Certificate within the 40such 20-day period following delivery of such Officer’s Certificateperiod, Acquiror and the Effective Time Holders’ Shareholders' Agent shall attempt in good faith for forty-five (45) 20 days after Acquiror’s 's receipt of such written objection to resolve such objection. If Acquiror and the Effective Time Holders’ Shareholders' Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash cash from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time HoldersStockholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s CertificateObjection Period, Acquiror and the Effective Time HoldersStockholders’ Agent shall attempt in good faith for forty-five (45) days after Acquiror’s receipt of such written objection (the “Negotiation Period”) to resolve such objection. If Acquiror and the Effective Time HoldersStockholders’ Agent 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 shall be entitled to conclusively rely on any such memorandum memorandum, and the Escrow Agent shall distribute the Escrow Cash Stock from the Escrow Fund in accordance with the terms of such memorandum.

Resolution of Objections to Claims. a. (a) If the Effective Time HoldersStockholders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Certificate within the 40such 30-day period following delivery of such Officer’s Certificateperiod, Acquiror Acquirer and the Effective Time HoldersStockholders’ Agent shall attempt in good faith for forty-five (45) 45 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Effective Time HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties Acquirer and the Stockholders’ Agent and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash cash from the Escrow Fund in accordance with the terms of such memorandum.memorandum and this Agreement. 69

Resolution of Objections to Claims. a. (a) If the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 4020-day period following delivery of such the Officer’s Certificate, Acquiror and the Effective Time Holders’ Agent shall attempt in good faith for forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Effective Time Holders’ Agent 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 shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum.