Common use of Uncontested Claims Clause in Contracts

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.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

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Uncontested Claims. If, within thirty ten (3010) calendar days Business Days after a Notice of Claim containing a statement of claimed Damages Losses has been received by, or is deemed to have been delivered by Parent Purchaser or any other Indemnified Person Purchaser Indemnitee to, the Shareholder Agent Shareholders and the Escrow Agent pursuant to Section 7 6 of this Agreement, the Shareholder Agent has 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 Parent Purchaser that the Shareholder Agent has Shareholders have paid Parent Purchaser in full the amount demanded in such Notice of Claim, then the Escrow Agent shall: (i) immediately release from escrow and transfer to Parent Purchaser for cancellation and/or and forfeiture that number of Escrow Indemnification Shares and amount of Escrow Cash having a value (as determined in accordance with Section 4(e4(c) of this Agreement) equal to the amount of Damages Losses specified in such Notice of Claim, which transferred and/or and forfeited Escrow Indemnification Shares and Escrow Cash shall be taken from and forfeited by the Company Shareholders in the manner set forth in Section 1(f1(e) of this Agreement; and (ii) notify the Shareholder Agent Shareholders in writing of such transfer and forfeiture of Escrow Indemnification Shares and Escrow Cash as promptly as reasonably practicable.

Appears in 1 contract

Samples: Escrow Agreement (Wireless Telecom Group Inc)

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 Representative and the Escrow Agent pursuant to Section 7 of this Agreement, the Shareholder Agent Representative 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 Representative 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 and forfeiture that number of Severance 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 and forfeited Severance Escrow Shares and Escrow Cash shall be taken from and forfeited by the Company Significant Shareholders in the manner set forth in Section 1(f1(j) of this Agreement; and (ii) notify the Shareholder Agent Representative in writing of such transfer and forfeiture of Severance Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

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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 Representative and the Escrow Agent pursuant to Section 7 of this Agreement, the Shareholder Agent Representative 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 Representative 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 and 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 and forfeited Escrow Shares and Escrow Cash shall be taken from and forfeited by the Company Significant Shareholders in the manner set forth in Section 1(f) of this Agreement; and (ii) notify the Shareholder Agent Representative in writing of such transfer and forfeiture of Escrow Shares and Escrow Cash as promptly as reasonably practicable.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

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