Unresolved Claims. Any Claims or disputes arising out of this Contract which are not resolved by the parties after a reasonable period, may be pursued in accordance with Article 22 hereof. Contractor shall identify in Contractor’s Applications for Progress Payment and Application For Final Payment any such Claims which remain unresolved.
Unresolved Claims. Any Claim or portion of a Claim which is disputed in a Counter Notice shall be resolved in accordance with Section 7, and, pending such resolution, shall be referred to as "Unresolved." The entire amount of any Claim shall be deemed "Unresolved" between the date of the Notice setting forth such Claim, and (i) the date on which a Counter Notice is delivered in respect of such Claim, and (ii) the last date on which a Counter Notice may be delivered in respect of such Claim under Section 6.2, whichever is earlier.
Unresolved Claims. The Escrow Agent shall not pay any amounts in respect of any Claim or portion thereof which is Unresolved except in accordance with the following:
Unresolved Claims. “Unresolved Claims” shall mean the aggregate amount of the Claimed Amounts and Contested Amounts associated with all claims contained in Notices of Indemnification Claim that have not been finally resolved and paid prior to the Expiration Date in accordance with Section 7.
Unresolved Claims. The term "Unresolved Claims" shall mean any claim or request made pursuant to the Merger Agreement against the Escrow Indemnity Funds in accordance with the Merger Agreement and Section 2.4 below, until such time as such claim or request has been paid in full or otherwise fully settled, compromised or adjusted by Acquiror, the Agent and the Escrow Agent or by a final order of a court of competent jurisdiction resolving such claim, from which no appeal is or can be taken.
Unresolved Claims. Notwithstanding Section 5(b), if Buyer has, prior to the Termination Date, delivered to the Escrow Agent a copy of any Indemnification Certificate with respect to which the Escrow Agent has not received a written instrument or court order described in clauses (i) or (ii) of Section 5(a) stating that the claim covered thereby has been resolved (such Indemnification Certificates, “Unresolved Indemnification Certificates”), the Escrow Agent shall retain in escrow after the Termination Date an amount equal to the aggregate amount of Losses covered by such Unresolved Indemnification Certificates. Any funds so retained in the Escrow Account shall be disbursed only in accordance with the terms of clauses (i) or (ii) of Section 5(a).
Unresolved Claims. If no such agreement can be reached after good faith negotiation and prior to twenty (20) Business Days after delivery of an Objection Notice, then the Indemnified Party shall be entitled to pursue its available remedies for resolving its claim for indemnification. The Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund to the Indemnified Parties in accordance with the terms of any award, judgment, decree or order, as applicable, with respect to any such claim for indemnification and following receipt of such award, judgment, decree or order, the Escrow Agent shall promptly release from the Escrow Fund and deliver to Parent such amount of cash and/or such shares of Parent Common Stock equal to the amount that Parent is entitled to pursuant to such award, judgment, decree or order.
Unresolved Claims. If at any time prior to the Release Date, Buyer shall deliver written notice to the Escrow Agent of claims for indemnification pending pursuant to Section 10 of the Purchase Agreement that have not yet been reduced to a Final Determination (“Unresolved Claims”), indicating in such notice the amount(s) of such claims, the Escrow Agent shall reserve such amount(s) in the Escrow Fund and not distribute such reserved amount(s) unless and until it receives a Payment Notice pursuant to Section 5(a) hereof, or a Joint Direction pursuant to Section 5(e) hereof.
Unresolved Claims. The Escrow Stock retained in the Escrow Account for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder) upon their resolution in accordance with this Article VIII Subject to the restrictions set forth in this Agreement, the Stockholders Agreement and the Escrow Agreement to the transfer of the Group 1 Common Stock, the Shareholders shall be entitled to the full exercise of their voting and economic rights related to the shares of Group 1 Common Stock deposited in the Stock Escrow, and, accordingly, during all times such shares are deposited in the Stock Escrow, the Shareholders shall have the right to vote such shares of Group 1 Common Stock and have the right to receive any and all dividends or other distributions received with respect to the Escrow Stock, which shall be paid by the Escrow Agent to the Shareholders according to their Pro Rata Percentage and shall under no circumstances be retained by the Escrow Agent."
Unresolved Claims. Section 10.6.1 Notwithstanding anything expressed or implied in this Article X to the contrary, in the event that a Parent Covered Party has delivered to the Shareholders Representative (i) a Claim Notice pursuant to Section 10.3.1(a) and the Shareholders Representative has responded to such Claim Notice within the time period specified in Section 10.3.1(b) with an Indemnity Dispute Notice or (ii) a Tax Claim pursuant to Section 10.5.4; and in each case the Parent Covered Party and the Shareholders Representative have not been able to reach an agreement with respect to such indemnification claim on or prior to the First Earn-Out Payment Date with respect to indemnification claims arising during the First Earn-Out Period (each such unresolved indemnification claim being referred to herein as a "First Earn-Out Period Unresolved Claim") or on or prior to the Second Earn-Out Payment date with respect to indemnification claims arising during the Second Earn-Out Period (each such unresolved indemnification claim being referred to herein as a "Second Earn-Out Period Unresolved Claim"), then the parties agree that:
