Uncontested Claims Sample Clauses

Uncontested Claims. In the event that, within twenty (20) calendar ------------------ days after a Notice of Claim is received by ▇▇▇▇▇, ▇▇▇▇▇ does not contest such Notice of Claim in writing to Sub ("Uncontested Claim"), ▇▇▇▇▇ will be conclusively deemed to have consented, on behalf of himself, Trustee and Unitholder, to the recovery by the DoveBid Indemnitee of the full amount of Damages specified in the Notice of Claim in accordance with this Article VIII, including the recovery of any such amount from the Holdback Amount, or as provided in Section 1.8 the set off of any such amount against amounts owed by Sub to Trustee pursuant to the Convertible Subordinated Note or otherwise, and, without further notice, to have stipulated to the entry of a final judgment for damages against Trustee and Principals for such amount in any court having jurisdiction over the matter where venue is proper.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim in writing within thirty (30) calendar days after receipt by the Indemnification Representative of such Notice of Claim, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a ------------- Notice of Claim has been given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent and the Indemnification Representative written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In the event that, within fifteen calendar ------------------ days after a Notice of Claim is received by Shareholder, Shareholder does not contest such Notice of Claim in writing to DoveBid (an "Uncontested Claim"), Shareholder will be conclusively deemed to have consented to the recovery by the DoveBid Indemnitee of the full amount of Damages specified in the Notice of Claim in accordance with this Article VIII, including the offset of any such Damages against the Debt, the Deferred Debt Payment or against amounts owed by DoveBid to Shareholder pursuant to the Convertible Promissory Notes or otherwise, and, without further notice, to have stipulated to the entry of a final judgment for damages against Shareholder for such amount in any court having jurisdiction over the matter where venue is proper.

Uncontested Claims. If, within forty-five (45) days after a Notice of Claim is delivered to the Seller Representative, the Seller Representative does not contest such Notice of Claim in writing to Acquiror as provided in Section 12.5(b) or fail to respond in writing during such forty-five (45) day period (in which case the Seller Guarantors and the Sellers shall be deemed to have accepted Liability for such claim), the Seller Guarantors and the Sellers shall be conclusively deemed to have consented to the recovery by the Acquiror Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 12.

Uncontested Claims. If, within 30 calendar days after the ------------------ Notice of Claim containing a statement of claimed Damages is deemed to have been delivered by Asymetrix to the Former Aimtech Stockholders and the Escrow Agent pursuant to Section 7 hereof, a majority in interest of the former Aimtech Stockholders have not contested such Notice of Claim in writing to the Escrow Agent as provided in Section 4(b) and the Escrow Agent has not received written confirmation from Asymetrix that the Former Aimtech Stockholders have paid Asymetrix in full the amount demanded in such Notice of Claim, then the Escrow Agent shall: (i) immediately release from escrow and transfer to Asymetrix for cancellation that number of Escrow Shares having a value (determined pursuant to Section 4(d) hereof) equal to the amount of Damages specified in the Notice of Claim, which transferred and forfeited Escrow Shares shall be taken from and forfeited by each of the Former Aimtech Stockholders in proportion to their respective percentage interest in the Escrow Shares as set forth on Exhibit A, provided, however, that any claim under paragraph (b) of subsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person; and (ii) notify the Former Aimtech Stockholders in writing of such transfer of Escrow Shares (or, if applicable, Escrow Consideration as provided in the following sentence) as promptly as reasonably practicable. Notwithstanding the foregoing, in the event a Former Aimtech Stockholder has deposited cash in escrow pursuant to Section 2(d), the Escrow Agent shall first satisfy the Former Aimtech Stockholder's portion of the amount of any Claim by withdrawing from escrow and paying to Asymetrix an amount of Escrow Consideration equal to the Stated Value Per Share multiplied by the number of Escrow Shares which would otherwise be required to be released pursuant to the provisions hereof. Any amounts remaining to be paid after such Escrow Consideration has been exhausted shall be satisfied from the Escrow Shares.

Uncontested Claims. In the event that, within twenty (20) calendar ------------------ days after a Notice of Claim is received by either the Representatives or DoveBid, such party does not contest such Notice of Claim in writing to the other party sending the Notice of Claim (an "Uncontested Claim"), then such party will be conclusively deemed to have consented (in the case of the Representatives, on behalf of all Shareholders) to the recovery by the DoveBid Indemnitees or the Shareholder Indemnitees (as the case may be) of the full amount of Damages specified in the Notice of Claim in accordance with this Article VIII.

Uncontested Claims. If, within 30 days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to Parent as provided in Section 11.6(b), the Representative shall be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Parent Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 11, including the forfeiture of Aggregate Escrow Cash.

Uncontested Claims. If, within ten (10) Business Days after a Notice of Claim containing a statement of claimed Losses has been received by, or is deemed to have been delivered by Purchaser or any other Purchaser Indemnitee to, the Shareholders and the Escrow Agent pursuant to Section 6 of this Agreement, the Shareholders have not contested such Notice of Claim in a written notice received by Escrow Agent as provided in Section 4(b) of this Agreement (an "UNCONTESTED CLAIM") and the Escrow Agent has not received written confirmation from Purchaser that the Shareholders have paid Purchaser in full the amount demanded in such Notice of Claim, then the Escrow Agent shall: (i) immediately release from escrow and transfer to Purchaser for cancellation and forfeiture that number of Indemnification Shares having a value (as determined in accordance with Section 4(c) of this Agreement) equal to the amount of Losses specified in such Notice of Claim, which transferred and forfeited Indemnification Shares shall be taken from and forfeited by the Shareholders in the manner set forth in Section 1(e) of this Agreement; and (ii) notify the Shareholders in writing of such transfer and forfeiture of Indemnification Shares as promptly as reasonably practicable.

Uncontested Claims. If, within forty-five (45) days after a Notice of Claim is received by Indemnitor, Indemnitor does not contest such Notice of Claim in writing as provided in Section 12.6(b), Indemnitor shall be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Damages specified in the Notice of Claim in accordance with this Article 12.