Common use of Uncontested Claims Clause in Contracts

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 the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- Cambridge may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Cambridge (a "Parent Cambridge 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). Within It is provided, however, that within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Cambridge Demand, the Indemnification Representative may object by 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 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)Claim), whereupon neither the Escrow Agent Custodian nor Cambridge shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent Cambridge and the Indemnification Representative shall have given the 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). 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 AgentCustodian, as directed in writing by ParentCambridge, and Parent Cambridge shall promptly take all steps to release 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 by the Indemnification Representative Escrow Agent 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 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 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 by thereof (the Indemnification Representative of such Notice of Claim"FIRST NOTICE PERIOD"), 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). Within The Indemnification Representative may object within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, Demand (the Indemnification Representative may object by "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 not, after the First Notice Period, 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)Claim), 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 release 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 by the Indemnification Representative of such Notice of Claimdays, 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). Within It is provided, however, that within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by 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 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)Claim), 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 release 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 by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- Buyer may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeHolder, a written demand by Parent Buyer (a "Parent DemandBUYER 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). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Buyer Demand, the Indemnification Representative Holder may object by 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 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)Claim), whereupon neither the Escrow Agent nor Buyer shall not make any of the Escrow Adjustments until either: : (i) Buyer and the Holder shall have given the Escrow Agent shall have received from Parent and the Indemnification Representative 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). 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 ParentBuyer, and Parent Buyer shall promptly take all steps to release implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification Parent or Stockholder ------------------ Representative Representative, as the case may be, does not contest a Notice of Claim (an "Uncontested Claim") in writing within thirty (30) calendar days after receipt ----------------- by Parent or the Indemnification Stockholder Representative of such Notice of Claim, as provided below in Section 2.3(b) (an "Uncontested Claim"), 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 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 Stockholder Representative or the Parent, as the case may be, 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)) to the Indemnification Escrow Fund or the Goals Escrow Fund, as appropriate. Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent a Demand, Parent or the Indemnification Representative Stockholder Representative, as the 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 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) Parent and the Stockholder Representative shall have given 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 the Indemnification ------------------ Representative does not contest a Notice of Claim in writing within thirty twenty (3020) calendar days after receipt by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim")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 DemandEXPEDIA 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)2.3.1. Within thirty The 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 twenty (3020) calendar days after receipt by the Escrow Agent of the Parent Expedia Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or the other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed noticed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon neither the Escrow Agent Custodian nor Expedia shall not make any of the Escrow Adjustments until either: ( i) Expedia and the Escrow Agent Representative shall have received from Parent and given the Indemnification Representative 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). Any Escrow Adjustment 2.3.3, provided that such objection shall not affect the dates used to determine the share value 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 2.1Section. 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 release 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 by the Indemnification Representative Escrow Agent 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 RepresentativeHolder, 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 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). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative 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 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) Parent and the Holder shall have given 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 the Indemnification ------------------ Representative does not contest a Notice of Claim (an "UNCONTESTED CLAIM") in writing within thirty (30) calendar days after receipt by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- Buyer may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent Buyer (a "Parent DemandBUYER 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). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Buyer Demand, the Indemnification Representative may object by 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 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)Claim), whereupon neither the Escrow Agent nor Buyer shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from 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). 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 ParentBuyer, and Parent Buyer shall promptly take all steps to release 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 by the Indemnification Representative Escrow Agent 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 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 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 by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- may deliver to the Escrow AgentCustodian, 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, Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within It is provided, however, that within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by 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 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)Claim), whereupon neither the Escrow Agent Custodian 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 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). 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 AgentCustodian, as directed in writing by Parent, and Parent shall promptly take all steps to release 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 by the Indemnification Representative of such Notice of Claimdays, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- Delano may deliver to the Escrow AgentCustodian, with a copy to the Indemnification Representative, a written demand by Parent Delano (a "Parent DemandDELANO 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). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Delano Demand, the Indemnification Representative may object by 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 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)Claim), whereupon neither the Escrow Agent Custodian nor Delano shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent Delano and the Indemnification Representative shall have given the 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). 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 AgentCustodian, as directed in writing by ParentDelano, and Parent Delano shall promptly take all steps to release 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 by the Indemnification Representative of such Notice of Claimdays, 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, Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within It is provided, however, that within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by 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 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)Claim), 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 release implement the final Escrow Adjustments.