Objections to Claims for Indemnification. Buyer may make an Objection to any claim for indemnification. The Objection shall be delivered to Parent within twenty (20) days after delivery of the Parent Officer’s Certificate to Buyer.
Objections to Claims for Indemnification. No payment shall be made under Section 6.4(b) if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate (an “Objection Notice”), and such Objection Notice shall have been delivered to Parent and the Escrow Agent prior to 11:59 p.m. (ET) on the thirtieth (30th) day after its receipt of the Officer’s Certificate. Notwithstanding the foregoing, the Stockholder Representative and the Escrow Participants hereby waive the right to object to any claims in respect of any Agreed-Upon Loss, except to the extent that the Stockholder Representative disagrees with the mathematical calculation of the amount of such Agreed-Upon Loss. If the Stockholder Representative does not object in writing within such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 6.4(b).
Objections to Claims for Indemnification. The payment of any amount under Section 9.4(b) shall be delayed pending resolution pursuant to Section 9.4(e) if (i) with respect to any claim for indemnification pursuant to Section 9.2(a), the Securityholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been received by CryoLife and the Escrow Agent prior to 12:01 a.m. Eastern Time on the sixty-fifth (65th) Business Day after its receipt of the Officer’s Certificate, or (ii) with respect to any claim for indemnification pursuant to Section 9.2(b), CryoLife shall object to the claim made in the Claim Certificate in an Objection Notice, and such Objection Notice shall have been received by the Securityholder Representative prior to 12:01 a.m. Eastern Time on the sixty-fifth (65th) Business Day after its receipt of the Claim Certificate. If the Securityholder Representative (with respect to any claim for indemnification pursuant to Section 9.2(a)) or CryoLife (with respect to any claim for indemnification pursuant to Section 9.2(b)) (as applicable, the “Responding Party”) does not object in writing within such sixty-five (65) Business Day period, such failure to so object shall be an irrevocable acknowledgment by the Responding Party that the Buyer Indemnified Person or Seller Indemnified Person, as applicable, is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate or Claim Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 9.4(b).
Objections to Claims for Indemnification. No payment shall be made under Section 7.5(b) if the Securityholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been received by Parent and Parent prior to 11:59 p.m. California time on the thirtieth (30th) day after its receipt of the Officer’s Certificate. If the Securityholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 7.5(b).
Objections to Claims for Indemnification. In the case of claims made by the DDGG Indemnitees, the Seller or MGT Parent may object to the claim made pursuant to Section 8.4 within 30 days after the Seller’s receipt of such notice, or (ii) in the case of claims made by the Seller, DDGG may object to the claim made pursuant to Section 8.4 within 30 days after DDGG’s receipt of such notice. If the Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in the notice, and payment in respect of such Losses shall thereafter be made in accordance with this Article 8.
Objections to Claims for Indemnification. The payment of any amount under Section 9.4(c) shall be delayed pending resolution pursuant to Section 9.4(e) if (i) with respect to any claim for indemnification pursuant to Section 9.2(a), the Securityholder Representative shall object to the claim made in the Officer’s Certificate in a written statement labeled “Objection Notice” (an “Objection Notice”), and such Objection Notice shall have been received by Buyer and, if such claim involves a claim against the Indemnity Escrow Fund, the Escrow Agent, prior to 12:01 a.m. Eastern Time on the thirtieth (30th) day after its receipt of the Officer’s Certificate, or (ii) with respect to any claim for indemnification pursuant to Section 9.2(b), Buyer shall object to the claim made in the Claim Certificate in an Objection Notice, and such Objection Notice shall have been received by the Securityholder Representative prior to 12:01 a.m. Eastern Time on the thirtieth (30th) day after its receipt of the Claim Certificate. If the Securityholder Representative (with respect to any claim for indemnification pursuant to Section 9.2(a)) or Buyer (with respect to any claim for indemnification pursuant to Section 9.2(b)) (as applicable, the “Responding Party”) does not object in writing within such thirty (30)-day period, such failure to so object shall be an irrevocable acknowledgment by the Responding Party that the Buyer Indemnified Person or Seller Indemnified Person, as applicable, is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate or Claim Certificate, and payment in respect of such Losses shall thereafter be made in accordance with Section 9.4(c), except that, to the extent that the amount of the Losses set forth in the Officer’s Certificate or Claim Certificate is an estimate, the Buyer Indemnified Person or the Seller Indemnified Person, as applicable, will not be so entitled to receive, and the Escrow Agent will not deliver, funds in respect of such portions of such estimated Losses unless and until the amount of such estimated Losses is finally determined either by the joint written instructions from the Securityholder Representative and Buyer or by a final, non-appealable order, decree or judgment of a court in accordance with the provisions of Section 11.7, the time for perfection of an appeal of such final, non-appealable order, decree or judgment having expired.
Objections to Claims for Indemnification. No such payment shall be made under SECTION 7.4(a) if the Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate (an "OBJECTION NOTICE"), and such Objection Notice shall have been delivered to Parent and the Escrow Agent prior to the expiration of the thirtieth (30th) day after the Stockholder Representative's and the Escrow Agent's receipt of the Officer's Certificate. If the Stockholder Representative does not to object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer's Certificate, and payment in respect of such Losses shall thereafter be made in accordance with this Section 7.4.
Objections to Claims for Indemnification. Upon receipt of an Officer's Certificate, the Shareholder Representative shall review the claims therein and shall be entitled to object in a written statement to the claims made in the Officer's Certificate (an "OBJECTION NOTICE"), such Objection Notice to contain a description of the basis of such objection and shall be delivered to Parent prior to the expiration of the thirtieth (30th) day after its receipt of the Officer's Certificate. If the Shareholder Representative does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer's Certificate, provided that the Officer's Certificate has been validly delivered in accordance with SECTION 12.1. If the Shareholder Representative does not so object, the amount of Losses claimed in the Officer's Certificate shall be permanently reduced, and shall be retained by Parent, from any Earnout Amounts that become payable pursuant to ARTICLE IX (for Losses claimed pursuant to SECTION 8.2(I)) and from any Component Two Consideration and Earnout Amounts that become payable pursuant to ARTICLE IX (for Losses claimed pursuant to SECTION 8.2(II)).
Objections to Claims for Indemnification. No payment shall be made under Article 8 if (i) in the case of claims made by the MGT Indemnitees, the Seller shall object to the claim made pursuant to Section 8.4 within 30 days after the Seller’s receipt of such notice, or (ii) in the case of claims made by the Seller, MGT shall object to the claim made pursuant to Section 8.4 within 30 days after MGT’s receipt of such notice. If the Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in the notice, and payment in respect of such Losses shall thereafter be made in accordance with this Article 8 and the Escrow Agreement.
Objections to Claims for Indemnification. Upon receipt of an Officer’s Certificate or a Securityholder Representative’s Certificate, as appropriate, from an Indemnified Party, the Securityholder Representative, the Company or the Parent, as the case may be (the “Indemnifying Party”), shall review the claims therein and shall be entitled to object in a written statement to the claims made in such certificate (an “Objection Notice”), such Objection Notice to contain a description of the basis of such objection and shall be delivered to Indemnified Party prior to the expiration of the thirtieth (30th) day after its receipt of such Officer’s Certificate or Securityholder Representative’s Certificate. If the Indemnifying Party does not object in writing within such 30-day period, such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Officer’s Certificate or Securityholder Representative’s Certificate, provided that the Officer’s Certificate or Securityholder Representative’s Certificate has been validly delivered in accordance with Section 8.1 hereof. If the Indemnifying Party does not so object then, subject to the limitations set forth herein, the amount of Losses claimed shall be paid in accordance with the provisions of Section 6.3(a).
