Common use of Response Notice Clause in Contracts

Response Notice. Within twenty (20) business days after receipt by SCO of a Claim Notice, SCO may deliver to the Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "Response Notice") in which SCO: (i) agrees that a whole number of Escrow Shares having a Total Value (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee; (ii) agrees that Escrow Shares having a Total Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee; or (iii) indicates that no part of the Claimed Amount may be released from the Escrow Account to the Indemnitee. Any part of the Claimed Amount that SCO does not agree should be released to the Indemnitee shall be the "Contested Amount." If a Response Notice is not received by the Escrow Agent within such twenty (20) business day period, then SCO shall be deemed to have agreed that Escrow Shares having a Total Value equal to the full Claimed Amount may be released to the Indemnitee from the Escrow Account.

Response Notice. Within twenty (20) business days after receipt by SCO the Shareholders of a Claim Notice, SCO may the Shareholders shall deliver to the Indemnitee who delivered the Claim Notice Franklin and to the Escrow Agent a written response (the "Response Notice") in which SCOstating that the Shareholders: (i) agrees agree that a whole number of Escrow Shares having a Total Value Stock and/or Derivative Property (as defined belowin each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released from the Escrow Account Fund and delivered to the IndemniteeClaimant; (ii) agrees agree that Escrow Shares having a Total Value Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to parta portion, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account Fund and delivered to the IndemniteeClaimant; or (iii) indicates contest the Claim Notice entirely and believe that no part portion of the Claimed Amount may Escrow Stock and/or Derivative Property should be released from the Escrow Account Fund to the Indemnitee. Any part Claimant in respect of the Claimed Amount that SCO does not agree should be released (any such contested portion of the Claimed Amount being referred to the Indemnitee shall be herein as the "Contested Amount." If "). In the event that the Escrow Agent does not receive a Response Notice is not received by prior to the Escrow Agent within such end of the twenty (20) business day periodperiod specified above, then SCO the Shareholders shall be conclusively deemed to have agreed that Escrow Shares having a Total Value Stock and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the full Claimed Amount may be released to the Indemnitee from the Escrow AccountFund to the Claimant.

Response Notice. Within twenty (20) business days after receipt --------------- by SCO of a Claim Notice, SCO may deliver to the Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "Response Notice") in which SCO: (i) agrees that a whole number of Escrow Shares having a Total Value (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the Indemnitee; (ii) agrees that Escrow Shares having a Total Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee; or (iii) indicates that no part of the Claimed Amount may be released from the Escrow Account to the Indemnitee. Any part of the Claimed Amount that SCO does not agree should be released to the Indemnitee shall be the "Contested Amount." If a Response Notice is not received by the Escrow Agent within such twenty (20) business day period, then SCO shall be deemed to have agreed that Escrow Shares having a Total Value equal to the full Claimed Amount may be released to the Indemnitee from the Escrow Account.

Response Notice. Within twenty (20) business 30 days after receipt by SCO the Sellers' Representative of a Claim Notice, SCO the Sellers' Representative may deliver to the Indemnitee who delivered the Claim Notice Buyer and to the Escrow Agent a written response (the "Response Notice") in which SCOthe Sellers' Representative either: (ia) agrees that a whole number of Escrow Shares (or other property held in the Escrow Account) collectively having a Total Value "Stipulated Value" (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the IndemniteeBuyer; (iib) agrees that Escrow Shares (or other property held in the Escrow Account) collectively having a Total Stipulated Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the IndemniteeBuyer; or (iiic) indicates that no part of the Claimed Amount Escrow Fund may be released from the Escrow Account to the IndemniteeBuyer in respect of the Claimed Amount. Any part of the Claimed Amount that SCO does is not agree should agreed to be released to the Indemnitee Buyer pursuant to the Response Notice shall be the "Contested Amount." If a Response Notice is not received by the Escrow Agent within such twenty (20) business 30-day period, then SCO the Sellers' Representative shall be conclusively deemed to have agreed that Escrow Shares (or other property held in the Escrow Account) collectively having a Total Stipulated Value equal to the full Claimed Amount may be released to the Indemnitee Buyer from the Escrow Account.

Response Notice. Within twenty (20) business 30 days after receipt by SCO the Licensor of a Claim Notice, SCO the Licensor may deliver to the Indemnitee who delivered the Claim Notice Licensee and to the Escrow Agent a written response (the "“Response Notice"”) in which SCOthe Licensor either: (ia) agrees that a whole number of Escrow Shares (or other property held in the Escrow Account) collectively having a Total Value “Stipulated Value” (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the IndemniteeLicensee; (iib) agrees that Escrow Shares (or other property held in the Escrow Account) collectively having a Total Stipulated Value equal to part, but not all, of the Claimed Amount (the "“Agreed Amount"”) may be released from the Escrow Account to the IndemniteeLicensee; or (iiic) indicates that no part of the Claimed Amount Escrow Fund may be released from the Escrow Account to the IndemniteeLicensee in respect of the Claimed Amount. Any part of the Claimed Amount that SCO does is not agree should agreed to be released to the Indemnitee Licensee pursuant to the Response Notice shall be the "“Contested Amount." ” If a Response Notice is not received by the Escrow Agent within such twenty (20) business 30-day period, then SCO the Licensor shall be conclusively deemed to have agreed that Escrow Shares (or other property held in the Escrow Account) collectively having a Total Stipulated Value equal to the full Claimed Amount may be released to the Indemnitee Licensee from the Escrow Account.

Response Notice. Within twenty (20) 30 business days after receipt by SCO the Sellers of a Claim Notice, SCO the Sellers may deliver to the Indemnitee who delivered the Claim Notice Buyer and to the Escrow Agent a written response (the "Response Notice") in which SCOthe Sellers: (i) agrees agree that a whole number of Escrow Shares having a Total Value "Stipulated Value" (as defined below) equal to the full Claimed Amount may be released from the Escrow Account to the IndemniteeBuyer; (ii) agrees agree that Escrow Shares having a Total Stipulated Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount") may be released from the Escrow Account to the Indemnitee; Buyer or (iii) indicates indicate that no part of the Claimed Amount may be released from the Escrow Account to the IndemniteeBuyer. Any part of the Claimed Amount that SCO does is not agree should to be released to the Indemnitee Buyer shall be the "Contested Amount." If a Response Notice is not received by the Escrow Agent within such twenty (20) business 30 business-day period, then SCO the Sellers shall be deemed to have agreed that Escrow Shares having a Total Stipulated Value equal to the full Claimed Amount may be released to the Indemnitee Buyer from the Escrow Account. Any Response Notice pursuant to (i) and (ii) above shall also provide the number of full Escrow Shares to be released from the Escrow Account.

Response Notice. Within twenty thirty (2030) business calendar days after receipt by SCO delivery of a Claim Claim, Notice, SCO may deliver the Sellers shall provide to the Indemnitee who delivered the Claim Notice and Buyer with a copy to the Escrow Agent Agent, a written response (the "Response Notice") in which SCOthe Buyers shall: (i) agrees agree that a whole number the IVIP Escrow representing the value of Escrow Shares having a Total Value (as defined below) equal to the full Claimed Amount may be released from by the Escrow Account Agent to Seller in full payment of the Claimed Amount and Seller shall grant the Buyer a full and final release in relation to the Indemnitee; claim, (ii) agrees agree that the IVIP Escrow Shares having a Total Value equal to representing the value of part, but not all, of the Claimed Amount (such part being the "Agreed Amount") may be released from by the Escrow Account Agent to Buyer in partial payment of the Claimed Amount and Seller shall grant the Buyer a partial release of the Claimed Amount equal to the Indemnitee; Agreed Amount, or (iii) indicates contest that any IVIP Escrow may be released by the Escrow Agent to Seller- If no part Response Notice is delivered by the Buyers to the Escrow Agent within such thirty (30) day period, they shall be deemed to have agreed that the IVIP Escrow representing all of the value of the Claimed Amount may be released from the Escrow Account to the Indemnitee. Any part of the Claimed Amount that SCO does not agree should be released to the Indemnitee shall be the "Contested Amount." If a Response Notice is not received Seller by the Escrow Agent within such twenty (20) business day period, then SCO shall be deemed to have agreed that Escrow Shares having a Total Value equal to in accordance with the full Claimed Amount may be released to the Indemnitee from the Escrow AccountClaim Notice.

Response Notice. Within twenty (20) 20 business days after receipt by SCO the Escrow Agent of a Claim Notice, SCO the Selling Stockholder may deliver to the Indemnitee who delivered the Claim Notice and to the Escrow Agent a written response (the "“Response Notice"”) in which SCOthe Selling Stockholder: (ia) agrees that a whole number of Escrow Shares having a Total Value (as defined below) equal to the full Claimed Amount may be released from the Escrow Account is owed to the Indemnitee; (iib) agrees that Escrow Shares having a Total Value equal to part, but not all, of the Claimed Amount is owed to the Indemnitee (the "“Agreed Amount") may be released from the Escrow Account to the Indemnitee”); or (iiic) indicates that no part of the Claimed Amount may be released from the Escrow Account is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(b)” or “(c)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Selling Stockholder’s claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that SCO does is not agree should agreed to be released owing to the Indemnitee pursuant to a Claim Notice shall be the "“Contested Amount." ” If a Response Notice is not received by the Escrow Agent within such twenty (20) -business day period, then SCO the Selling Stockholder shall be deemed to have conclusively agreed that Escrow Shares having a Total Value an amount equal to the full Claimed Amount (or if the full Claimed Amount exceeds the value of the Escrow Property, then all of the Escrow Property) may be released to the Indemnitee from the Escrow Account.