Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIM") in writing within thirty (30) calendar days after receipt thereof (the "FIRST NOTICE PERIOD"), as provided below in Section 2.3(b), 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 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). The Indemnification Representative may object within thirty (30) calendar days after receipt of the Parent Demand (the "SECOND NOTICE PERIOD") in 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, after the First Notice Period, object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent nor Parent shall make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to implement the final Escrow Adjustments.
Uncontested Claims. If, within thirty (30) days after a Notice of Claim is received by the Seller, the Seller does not contest such Notice of Claim in writing to Acquirer Representative as provided in Section 11.9(b), the Seller 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 11, including the forfeiture of Escrow Fund, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Seller for such amount in any court having jurisdiction over the matter where venue is proper.
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 15 business days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to Acquiror as provided in Section 12.6(b), the Representative shall be conclusively deemed to have consented, on behalf of all Effective Time Holders, 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, including the forfeiture of cash from the Escrow Amount, and, without further notice, to have stipulated to the entry of a final judgment for damages against the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper.
Uncontested Claims. In the event that, within fifteen ------------------ calendar days after a Notice of Claim is received by the Representative, the Representative does not contest such Notice of Claim in writing to DoveBid (an "Uncontested Claim"), the Representative will be conclusively deemed to have consented, on behalf of all Shareholders, 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 amount against the Deferred Payment or against amounts owed by DoveBid to the Shareholders 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 the Shareholders for such amount in any court having jurisdiction over the matter where venue is proper.
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 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.
Uncontested Claims. If, within thirty (30) calendar days after a Notice of Claim containing a statement of claimed Damages has been received by, or is deemed to have been delivered by Parent or any other Indemnified Person to, the Shareholder Agent and the Escrow Agent pursuant to Section 7 of this Agreement, the Shareholder Agent has 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 Parent that the Shareholder Agent has paid Parent in full the amount demanded in such Notice of Claim, then the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent for cancellation and/or forfeiture that number of Escrow Shares and amount of Escrow Cash having a value (as determined in accordance with Section 4(e) of this Agreement) equal to the amount of Damages specified in such Notice of Claim, which transferred and/or forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by the Company Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Shareholder Agent in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.
Uncontested Claims. If, within 30 days after a Notice of Claim is received by the Indemnifying Party, the Indemnifying Party does not contest such Notice of Claim in writing to the Indemnified Party as provided in Section 10.6(a)(ii), the Indemnifying Party shall be conclusively deemed to have consented to the recovery by each applicable Indemnified Party of the full amount of Damages (subject to the limitations contained in Section 10.4) arising out of or resulting from the matters specified in the Notice of Claim, including the forfeiture of all or a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount), and, without further notice, to have stipulated to the entry of a final judgment for damages against the Indemnifying Parties for such amount in any court having jurisdiction over the matter where venue is proper.
