Common use of Settled Claims Clause in Contracts

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative and Parent (a "SETTLED CLAIM"), then the Representative and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Representative to the Escrow Agent ("SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation that number of Escrow Shares that Parent and the Representative have agreed shall be transferred and forfeited by the Significant Shareholders in such Settlement Instructions, which transferred and forfeited Escrow Shares shall be taken from and forfeited by each of the Significant Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Representative in writing of such transfer and forfeiture of Escrow Shares as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative Shareholder Agent and Parent (a "SETTLED CLAIM"), then the Representative Shareholder Agent and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Representative Shareholder Agent to the Escrow Agent ("SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Representative Shareholder Agent have agreed shall be transferred and forfeited by the Significant Company Shareholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Significant Company Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Representative Shareholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative and Parent (a "SETTLED CLAIM"), then the Representative and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Representative to the Escrow Agent ("SETTLEMENT INSTRUCTIONS") which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Severance Escrow Shares to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Severance Escrow Shares to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation that number of Severance Escrow Shares that Parent and the Representative have agreed shall be transferred and forfeited by the Significant Shareholders in such Settlement Instructions, which transferred and forfeited Severance Escrow Shares shall be taken from and forfeited by each of the Significant Shareholders in the manner set forth in Section 1(f1(j) of this Agreement; and (ii) notify the Representative in writing of such transfer and forfeiture of Severance Escrow Shares as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative Stockholder Agent and Parent (a "SETTLED CLAIM"“Settled Claim”), then the Representative Stockholder Agent and Parent shall promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent and the Representative Stockholder Agent to the Escrow Agent ("SETTLEMENT INSTRUCTIONS"“Settlement Instructions”) which shall, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares and stated amount of Escrow Cash, if any, to Parent pursuant to such settlement agreement; and/or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares and of Escrow Cash, if any, to Parent, the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or that number of Escrow Shares and Escrow Cash that Parent and the Representative Stockholder Agent have agreed shall be transferred and forfeited by the Significant Shareholders Company stockholders in such Settlement Instructions, which transferred and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by each of the Significant Shareholders Company stockholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Representative Stockholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Settled Claims. If a Claim (including a Contested Claim) is settled by a written settlement agreement executed by the Representative and Parent Concur (a "SETTLED CLAIM"), then the Representative and Parent shall Concur will promptly deliver such executed settlement agreement to the Escrow Agent together with written instructions executed by both Parent Concur and the Representative to the Escrow Agent ("SETTLEMENT INSTRUCTIONS") which shallwill, in accordance with and subject to the terms of the written settlement agreement, instruct the Escrow Agent either: (i) to release a stated number of Escrow Shares to Parent Concur or the Company Stockholders or Optionholders, as applicable, pursuant to such settlement agreement; and/or or (ii) that no action need be taken by the Escrow Agent with respect to such Claim. Upon its receipt of such settlement agreement and Settlement Instructions instructing the Escrow Agent to release Escrow Shares to ParentConcur, the Escrow Agent shallwill: (i) immediately release from escrow and transfer to Parent Concur (promptly after any cancellation and reissuance of share certificates for Escrow Shares by Concur's transfer agent (at Escrow Agent's instruction) that is necessary for Escrow Agent to effect such transfer) or the Company Stockholders or Optionholders, as applicable, for cancellation that number of Escrow Shares that Parent Concur and the Representative have agreed shall will be transferred and forfeited by the Significant Shareholders Company Stockholders and Optionholders in such Settlement Instructions, which transferred and forfeited Escrow Shares shall will be taken from and forfeited by each of the Significant Shareholders Company Stockholders and Optionholders pro rata in proportion to such Company Stockholder's and Optionholder's respective percentage interest in the manner set forth in Section 1(f) of this AgreementEscrow Shares; and (ii) notify the Representative in writing of such transfer and forfeiture of Escrow Shares as promptly as reasonably practicablepracticable (but in no event more than two (2) days after such transfer).