Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. During the thirty (30) day period commencing upon delivery on the Notice of Claim (the “Dispute Period”), on behalf of an Indemnitee, to the Indemnifying Party and the Escrow Agent (during the Escrow Period) of a Notice of Claim (the “Response Period”) the Indemnifying Party may deliver to the notifying party and the Escrow Agent (during the Escrow Period) a written response (the “Response Notice”) in which the Indemnifying Party: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owing to the Indemnitee. Any part of the Claimed Amount that is not agreed to be owing to the Indemnitee pursuant to the Response Notice shall be the “Contested Amount.” If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) prior to the expiration of the Dispute Period, then the Indemnifying Party shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee (“Deemed Acceptance”).

Dispute Procedure. During the thirty (30) -day period commencing upon delivery on by Purchaser to the Sellers’ Representative of a Notice of Claim (the “Dispute Period”), on behalf of an Indemnitee, to the Indemnifying Party and the Escrow Agent (during the Escrow Period) of a Notice of Claim (the “Response Period”) the Indemnifying Party Sellers’ Representative may deliver to the notifying party and the Escrow Agent (during the Escrow Period) Purchaser a written response (the “Response Notice”) in which the Indemnifying PartySellers’ Representative: (i) agrees that the full Claimed Amount is owed to the IndemniteePurchaser Indemnified Party; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the IndemniteePurchaser Indemnified Party; or (iii) indicates that no part of the Claimed Amount is owing owed to the IndemniteePurchaser Indemnified Party, including because the Notice of Claim fails to satisfy the requirements thereof under this Agreement. If the Response Notice is delivered in accordance with clause “(ii)” or “(iii)” of the preceding sentence, the Response Notice shall also contain a reasonably detailed description of the facts and circumstances supporting the Seller Representative’s claim that only a portion or no part of the Claimed Amount is owed to the Purchaser Indemnified Party, as the case may be. Any part of the Claimed Amount that is not agreed to be owing owed to the Indemnitee Purchaser Indemnified Party pursuant to the Response Notice shall be (or the entire Claimed Amount, if the Sellers’ Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the Purchaser Indemnified Party) is referred to as the “Contested Amount.” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by Purchaser (on behalf of the applicable Purchaser Indemnified Party) to the Claimed Amount). If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) Purchaser prior to the expiration of the Dispute Period, then the Indemnifying Party Sellers’ Representative and Sellers shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee (“Deemed Acceptance”)Purchaser Indemnified Party.

Dispute Procedure. During the thirty (30) day 30)-day period commencing upon delivery on by an Indemnitee to the Securityholders’ Agent of a Notice of Claim (unless such Notice of Claim has been amended or updated by an Indemnitee, in which case, during the thirty (30)-day period commencing upon delivery of such amended or updated Notice of Claim (the “Dispute Period”), on behalf of an Indemnitee, to the Indemnifying Party and the Escrow Securityholders’ Agent (during the Escrow Period) of a Notice of Claim (the “Response Period”) the Indemnifying Party may deliver to the notifying party and the Escrow Agent (during the Escrow Period) such Indemnitee a written response (the “Response Notice”) in which the Indemnifying PartySecurityholders’ Agent: (i) agrees that the full calculated Claimed Amount is owed to the such Indemnitee; (ii) agrees that part, but not all, of the calculated Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates states that no part of the calculated Claimed Amount is owing owed to such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, such Response Notice shall also contain, to the extent practicable, a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the calculated Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owing owed to the Indemnitee pursuant to the Response Notice, including any calculations contained therein (or the entire Claimed Amount, if the Securityholders’ Agent asserts in the Response Notice shall be that no part of the Claimed Amount is owed to the Indemnitee) is referred to in this Agreement as the “Contested Amount.” (it being understood that the Contested Amount shall be modified from time to time to reflect any modifications by the Indemnitee to the Claimed Amount, so long as Securityholders’ Agent provides Indemnitee with written notice of such updated or modified estimate). If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) Indemnitee prior to the expiration of the Dispute Period, then the Indemnifying Party Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee (“Deemed Acceptance”)Indemnitee.

Dispute Procedure. During the thirty (30) 20-day period commencing upon delivery on receipt by the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) of a Claim Notice of Claim from an Indemnitee (the “Dispute Period”), on behalf the Sellers’ Representative (or, (x) in the case of an IndemniteeIndividual Seller Indemnification Matter, to the Indemnifying Party applicable Seller and (y) in the Escrow Agent (during the Escrow Period) case of a Notice of Claim (the “Response Period”Blocker Indemnification Matter, Blocker Seller) the Indemnifying Party may deliver to the notifying party and the Escrow Agent (during the Escrow Period) Indemnitee a written response (the “Response Notice”) in which the Indemnifying Party: Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller): (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owing owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owing owed to the Indemnitee pursuant to the Response Notice shall be (or the “Contested entire Claimed Amount.” If a , if it is asserted in the Response Notice is not received by the notifying party, on behalf that no part of the Indemnitee, and the Escrow Agent (during the Escrow Period) prior to the expiration of the Dispute Period, then the Indemnifying Party shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee (“Deemed Acceptance”to the Claimed Amount).

Dispute Procedure. During the thirty (30) -day period commencing upon delivery on by an Indemnitee to the Sellers’ Representative (or, in the case of a §9.2(b) Claim, to the applicable Seller) of a Notice of Claim (the “Dispute Period”), on behalf of an Indemniteethe Sellers’ Representative (or, to in the Indemnifying Party and the Escrow Agent (during the Escrow Period) case of a Notice of Claim (§9.2(b) Claim, the “Response Period”applicable Seller) the Indemnifying Party may deliver to the notifying party and Indemnitee who delivered the Escrow Agent (during the Escrow Period) Notice of Claim a written response (the “Response Notice”) in which the Indemnifying Party: Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller): (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owing owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or, in the case of a §9.2(b) Claim, the applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owing owed to the Indemnitee pursuant to the Response Notice shall be (or the entire Claimed Amount, if the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to as the “Contested Amount.” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) prior to Indemnitee before the expiration of the Dispute Period, then the Indemnifying Party Sellers’ Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller) shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee Indemnitee. (“Deemed Acceptance”c).

Dispute Procedure. During the thirty (30) -day period commencing upon delivery on by an Indemnitee to the Company of a Notice of Claim (the “Dispute Period”), on behalf of an Indemnitee, to the Indemnifying Party and the Escrow Agent (during the Escrow Period) of a Notice of Claim (the “Response Period”) the Indemnifying Party Company may deliver to the notifying party and Indemnitee who delivered the Escrow Agent (during the Escrow Period) Notice of Claim a written response (the “Response Notice”) in which the Indemnifying PartyCompany: (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owing owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Company’s claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owing owed to the Indemnitee pursuant to the Response Notice shall be (or the entire Claimed Amount, if the Company asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to as the “Contested Amount.” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice is not received by the notifying party, on behalf of the Indemnitee, and the Escrow Agent (during the Escrow Period) prior to Indemnitee before the expiration of the Dispute Period, then the Indemnifying Party Company shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee (“Deemed Acceptance”).Indemnitee. 60