Common use of Uncontested Claims Clause in Contracts

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. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt thereof (by the "FIRST NOTICE PERIOD")Escrow Agent of such Notice of Claim, 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 DEMANDParent 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 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 Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") in 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, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not 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 release the final Escrow Adjustments.

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")days, 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 It is provided, however, that within thirty (30) calendar days after receipt of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object 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, not 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. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt thereof (the "FIRST NOTICE PERIOD")days, as provided below in Section 2.3(b), Parent Cambridge may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Cambridge (a "PARENT DEMANDCambridge 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 It is provided, however, that within thirty (30) calendar days after receipt of the Parent Demand (Cambridge Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object in a written notice delivered to Parent Cambridge and the Escrow Agent Custodian to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent Custodian nor Parent Cambridge shall make any of the Escrow Adjustments until either: (i) Parent Cambridge and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by ParentCambridge, and Parent Cambridge shall promptly take all steps to implement the final Escrow Adjustments.

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 (by the "FIRST NOTICE PERIOD")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 DEMANDParent 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 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 Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") in 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, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from 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). 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 implement release the final Escrow Adjustments.

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")days, as provided below in Section 2.3(b), Parent Buyer may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent Buyer (a "PARENT BUYER 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 Within thirty (30) calendar days after receipt of the Parent Demand (Buyer Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object in a written notice delivered to Parent Buyer 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, not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent nor Parent Buyer shall make any of the Escrow Adjustments until either: (i) Parent Buyer and the Indemnification Representative shall have given the Escrow Agent joint written notice setting forth the 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 ParentBuyer, and Parent Buyer shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt thereof (the "FIRST NOTICE PERIOD")days, as provided below in Section 2.3(b), Parent may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent (a "PARENT DEMANDParent 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 It is provided, however, that within thirty (30) calendar days after receipt of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object in a written notice delivered to Parent and the Escrow Agent Custodian to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent Custodian nor Parent shall make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by Parent, and Parent shall promptly take all steps to implement the final Escrow Adjustments.

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")days, as provided below in Section 2.3(b), Parent Delano may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Delano (a "PARENT DELANO 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 Within thirty (30) calendar days after receipt of the Parent Demand (Delano Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object in a written notice delivered to Parent Delano and the Escrow Agent Custodian to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent Custodian nor Parent Delano shall make any of the Escrow Adjustments until either: (i) Parent Delano and the Indemnification Representative shall have given the Escrow Agent Custodian 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 AgentCustodian, as directed in writing by ParentDelano, and Parent Delano shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative Holder does not contest a Notice of Claim (an "UNCONTESTED CLAIM"“Uncontested Claim”) in writing within thirty (30) calendar days after receipt thereof (by the "FIRST NOTICE PERIOD")Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeHolder, a written demand by Parent (a "PARENT DEMAND"“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 Holder during the period specified in this Escrow Agreement 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 Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") in Holder 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, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative Holder 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 release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in writing within thirty (30) calendar days after receipt thereof (by the "FIRST NOTICE PERIOD")Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow AgentAgent at the expiration of the thirty (30) calendar days, with a copy to the Indemnification Representative, a written demand by Parent (a "PARENT DEMANDParent 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 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 Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") in 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, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not make any of the Escrow Adjustments until eitherthe later of: (i) the date that is the Deposit Date; (ii) Receipt by the Escrow Agent of written notice from Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (iiiii) resolution of 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 release the final Escrow Adjustments.

Uncontested Claims. In If the event that the Indemnification Representative does Shareholders do not contest a Notice of Claim (an "UNCONTESTED CLAIM") in writing within thirty (30) calendar days after receipt thereof (in accordance with Section 8.3 of the "FIRST NOTICE PERIOD")Merger Agreement, as provided below in Section 2.3(b), Parent DPRC may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeShareholders, a written demand by Parent DPRC (a "PARENT DEMANDDPRC Demand") stating that a Notice of Claim has had been given as required in this Escrow the Merger Agreement and that no notice Notice of contest Contest has been received from the Indemnification Representative Shareholders during the period specified in this Escrow the Merger Agreement and further setting forth stating the proposed Escrow Adjustments number of Escrowed Shares to be made withheld from release to the Shareholders or to be released to DPRC in accordance with this Section 2.3(a3.4(a). The Indemnification Representative may object Escrow Agent shall within thirty 20 calendar days after receipt of such DPRC Demand, release to DPRC for cancellation that number of Escrowed Shares having a value (30determined pursuant to Section 2.2, above, treating the 30th calendar day after the date of the Notice of Claim as the Final Release Date) equal to the amount of Damages specified in the Notice of Claim and shall notify the Shareholders of such transfer. It is provided, however, that within 20 calendar days after receipt of the Parent Demand (DPRC Demand, the "SECOND NOTICE PERIOD") in a written notice delivered Shareholders may object to Parent and DPRC's calculation of the Escrow Agent number of Escrowed Shares to the computations or other administrative matters relating be released to the proposed Escrow Adjustments DPRC (but may not, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed noticed in the Notice of Claim), whereupon neither whereupon, the Escrow Agent nor Parent shall make any of not release the Escrow Adjustments Escrowed Shares to DPRC until either: either (i) Parent DPRC and the Indemnification Representative Shareholders shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustmentsas to the number of Escrowed Shares to be released, or (ii) the matter is resolved as provided in Sections 2.3(b3.4(b) and 2.3(c3.4(c). Upon satisfaction of , below, provided that such objection shall not effect the foregoingdates used to determine the Share Price pursuant to Section 2.2, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to implement the final Escrow Adjustmentsabove.

Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIM") in writing within thirty twenty (3020) calendar days after receipt thereof (the "FIRST NOTICE PERIOD")days, as provided below in Section 2.3(b)2.3.2, Parent Expedia may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Expedia (a "PARENT EXPEDIA 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)2.3.1. The Indemnification Representative may object value of the Escrowed Shares to be released to Expedia shall be based on the Expedia Average Closing Price notwithstanding any changes in the market value of Expedia Common Shares. It is provided, however, that within thirty twenty (3020) calendar days after receipt of the Parent Demand (Expedia Demand, the "SECOND NOTICE PERIOD") in a written notice delivered to Parent and the Escrow Agent Representative may object to the computations or the other administrative matters relating to the proposed Escrow Adjustments (but may not, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed noticed in the Notice of Claim), whereupon neither the Escrow Agent Custodian nor Parent Expedia shall make any of the Escrow Adjustments until either: (i) Parent Expedia and the Indemnification Representative shall have given the Escrow Agent Custodian written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) 2.3.2 and 2.3(c)2.3.3, provided that such objection shall not affect the dates used to determine the share value pursuant to this Section. Upon satisfaction of the foregoing, foregoing the Escrow Agent, as directed in writing by Parent, Custodian and Parent Expedia shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative Holder does not contest a Notice of Claim (an "UNCONTESTED CLAIM") in writing within thirty (30) calendar days after receipt thereof (the "FIRST NOTICE PERIOD")days, as provided below in Section 2.3(b), Parent Buyer may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeHolder, a written demand by Parent Buyer (a "PARENT BUYER 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 Holder 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 Within thirty (30) calendar days after receipt of the Parent Demand (Buyer Demand, the "SECOND NOTICE PERIOD") Holder may object in a written notice delivered to Parent Buyer 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, not object to the validity or amount of the Claim previously disclosed in the Notice of Claim), whereupon neither the Escrow Agent nor Parent Buyer shall make any of the Escrow Adjustments until either: (i) Parent Buyer and the Indemnification Representative Holder shall have given the Escrow Agent joint written notice setting forth the 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 ParentBuyer, and Parent Buyer shall promptly take all steps to implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative Parent or Stockholder ------------------ Representative, as the case may be, does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in writing within thirty (30) calendar days after receipt thereof (----------------- by Parent or the "FIRST NOTICE PERIOD")Stockholder Representative of such Notice of Claim, as provided below in Section 2.3(b), Parent or the Stockholder Representative in the event of an Acceleration Release may deliver to the Escrow Agent, with a copy to the Indemnification Parent or the Stockholder Representative, as the case may be, a written demand by Parent (a "PARENT DEMANDDemand") 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 Stockholder Representative or the Parent, as the case may be, during the period specified in this Escrow Agreement Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a)) to the Indemnification Escrow Fund or the Goals Escrow Fund, as appropriate. The Indemnification Representative may object within Within thirty (30) calendar days after receipt by the Escrow Agent of a Demand, Parent or the Parent Demand (Stockholder Representative, as the "SECOND NOTICE PERIOD") in case may be, may object by a written notice delivered to Parent or the Stockholder Representative, as the case may be, 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, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Stockholder 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 release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIM"“Uncontested Claim”) in writing within thirty (30) calendar days after receipt thereof (by the "FIRST NOTICE PERIOD")Escrow Agent of such Notice of Claim, 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"“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 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 Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") in 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, after the First Notice Period, not object to the validity or amount of the Claim previously disclosed in the Notice of ClaimClaim and not previously timely objected to under paragraph (b)), whereupon neither the Escrow Agent nor Parent shall not 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 release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIMUncontested Claim") in writing within thirty (30) calendar days after receipt thereof (the "FIRST NOTICE PERIOD")days, 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 DEMANDParent 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 It is provided, however, that within thirty (30) calendar days after receipt of the Parent Demand (Demand, the "SECOND NOTICE PERIOD") Indemnification Representative may object 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, not 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.