Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer to SumTotal of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such transfer. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such transfer may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow AgentAgent or written notice pursuant to paragraph (d) above stating that Parent had incurred Losses, a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Member Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Member Representative to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the make delivery of funds from the Escrow Fund in accordance with Section 7.2(d9.02(d) hereof; provided, provided however, that no such transfer payment or delivery may be made if the Stockholder Member Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period, with a copy of such objection to be promptly delivered to Parent.

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 8.7 below) and for a period of thirty twenty (3020) days after such deliverydelivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Parent Common Stock or other property pursuant to Section 7.2(d) 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall transfer make delivery of the funds from Parent Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.4 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty twenty (3020) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative Shareholder Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 7.2(i) hereof) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d7.2(f)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholder Agent to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.2(f) hereof, provided -------------- that no such transfer payment or delivery may be made if the Stockholder Representative Shareholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 10.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Cash and Escrow Shares pursuant to Section 7.2(d) hereof 10.3 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer make delivery of the funds from Escrow Cash and Escrow Shares in the Escrow Fund in accordance with Section 7.2(d) hereof10.3, provided that no such transfer delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Endosonics prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Fund Recipient Agent and for a period of thirty twenty (3020) days after such delivery, the Escrow Agent shall make no transfer delivery to SumTotal Purchaser of any amount from the Escrow Amounts Fund pursuant to Section 7.2(d9.2(f) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Escrow Fund Recipient Agent to make such transferdelivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall transfer the funds make delivery of Escrow Consideration from the Escrow Fund in accordance with Section 7.2(d9.2(f) hereof; provided, provided however, that no such transfer payment or delivery may be made if the Stockholder Representative Escrow Fund Recipient Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty twenty (3020) -day day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Stockholder Representative by or on behalf of Acquiror (with receipt by the Stockholder Representative confirmed by the Escrow Agenton behalf of itself or any other Indemnified Person) and for a period of thirty (30) 30 days after such deliverydelivery to the Escrow Agent and Representative of such Officer’s Certificate, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts shares or other property pursuant to Section 7.2(d) hereof 10.5 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such transferdelivery. After the expiration of such thirty (30) 30 day period, the Escrow Agent shall transfer make delivery of the funds from shares or other property in the Escrow Fund in accordance with Section 7.2(d) hereof10.5; provided, provided however, that no such transfer payment or delivery may be made if and to the Stockholder extent the Representative shall object in a written statement to the any claim or claims made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) -day 30 day period.

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Stockholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 8.9 below) and for a period of thirty twenty (3020) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(d) 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such transferdelivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall transfer make delivery of the funds from Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.6 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty twenty (3020) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 10.9 below) and for a period of thirty (30) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Assets pursuant to Section 7.2(d) hereof 10.4 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer make delivery of the funds from Escrow Shares, Escrow Cash and Escrow Investments in the Escrow Fund in accordance with Section 7.2(d) hereof10.5, provided that no such transfer delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to received by the Escrow Agent and ESS prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 8.7 below) and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Shares or other property pursuant to Section 7.2(d) 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall transfer make delivery of the funds from Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.4 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) -day day period.

Objections to Claims. (i) At the time of delivery of any Parent Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Agent and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Agent to make such transferdelivery. After the expiration of such thirty (30) day periodperiod but subject to the provisions of Section 7.2(g)(ii) above, the Escrow Agent shall transfer the funds make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof7.2(g), (i), provided that (A) no such transfer payment or delivery may be made if the Stockholder Representative Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day periodday period and (B) no payment shall be made if accruals for Company Losses equal or exceed the amount of Parent Losses set forth in the Parent Officer's Certificate.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative Seller (with receipt by the Stockholder Representative confirmed by the Escrow Agent) or any successor thereto), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof Shares specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative Seller (or any successor thereto) to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(d8.2(e) hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Seller (or any successor thereto) shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate certificate described in Section 7.5(b) to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Buyer to the Stockholder Shareholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer distribution to SumTotal Buyer of any funds contained in the applicable Escrow Amounts Account against which the Buyer Indemnification Claim was made pursuant to Section 7.2(d7.5(b) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such transferdistribution. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the be directed to distribute funds from the applicable Escrow Fund Account in accordance with Section 7.2(d) hereof7.5(b), provided that no such transfer payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim Buyer Indemnification Claim made in the Officer’s Certificatesuch certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day 30)-day period.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, the Acquiror shall also deliver a duplicate copy of such certificate shall be delivered Officer’s Certificate to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Stockholders’ Agent) and for . For a period of thirty (30) days after delivery of such deliveryOfficer’s Certificate, the Escrow Agent shall make no transfer to SumTotal payment of any amounts from the Escrow Amounts Fund pursuant to Section 7.2(d) 9.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such transferpayment. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer make payment of the funds from amounts in the Escrow Fund in accordance with Section 7.2(d) 9.4 hereof, provided that no such transfer payment may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate promptly shall be delivered to the Stockholder Representative Seller or any successor thereto (with receipt by including the Stockholder Representative confirmed by the Escrow Agent) Trust), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof Shares specified in such Officer’s Certificate unless the Escrow Agent shall have received written authorization from Seller or any successor thereto (including the Stockholder Representative Trust) to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of an amount from the Escrow Fund in accordance with such Officer’s Certificate and Section 7.2(d8.2(e) hereof, provided that no such transfer payment or delivery may be made if Seller or any successor thereto (including the Stockholder Representative Trust) shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative Securityholder Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 7.2(g)) and for a period of thirty (30) days after such deliverydelivery to the Escrow Agent and the Securityholder Agent, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Securityholder Agent to make such transferdelivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall transfer the funds make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day 30)-day period.

Objections to Claims. At Upon the time of delivery of any an Officer’s 's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Xxxxx and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts WMT Common Stock or other property pursuant to Section 7.2(d) 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Spokesperson for Xxxxx ("Spokesperson"), initially Xxxxx, but also any successor as chosen by Xxxxx, to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer make delivery of the funds from WMT Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.6 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Spokesperson shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Securityholder Agent and for a period of thirty (30) days after such deliveryreceipt of an Officer's Certificate by the Escrow Agent, the Escrow Agent shall make no transfer to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d6.2(f) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Securityholder Agent to make such transfer. After the expiration of such thirty (30) day period, the Escrow Agent shall cause the transfer the funds agent of Parent Company Stock to transfer shares of Parent Common Shares from the Escrow Fund in accordance with Section 7.2(d6.2(f) hereof, provided that no such transfer may be made if the Stockholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any -------------------- Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Stockholders' Agents (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 10.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Shares or Escrow Cash pursuant to Section 7.2(d) hereof 10.3 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agents to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer make delivery of the funds from Escrow Shares or Escrow Cash in the Escrow Fund in accordance with Section 7.2(d) hereof10.3, provided that no such transfer delivery may be made if the Stockholder Representative Stockholders' -------- Agents shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 8.8 below) and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(d) 8.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall transfer make delivery of the funds from Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.5 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) -day day period.

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Crane Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agentas defined in Section 10.2(j)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no transfer delivery to SumTotal the Feiya Designee of any Escrow Amounts Shares pursuant to Section 7.2(d10.2(l)(i) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Crane Representative to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of shares of Feiya Common Stock from the Escrow Fund in accordance with Section 7.2(d10.2(e)(iv) hereof, provided provided, however, that no such transfer payment or delivery may be made if the Stockholder Crane Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Shareholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 9.8 below) and for a period of thirty forty-five (3045) days after such deliveryreceipt by the Escrow Agent, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Parent Common Shares or other property pursuant to Section 7.2(d) 9.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such transferdelivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall transfer make delivery of the funds from Parent Common Shares or other property in the Escrow Fund in accordance with Section 7.2(d) 9.5 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (3045) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Stockholder Representative (with receipt by Merger Agent and counsel for the Stockholder Representative confirmed by the Escrow Agent) Trust and for a period of thirty (30) days after receipt of such deliveryOfficer's Certificate by the Merger Agent, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Merger Agent to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Merger Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period, to the extent of the amount so objected.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Stockholder Representative Stockholders' Agent (with receipt by the Stockholder Representative confirmed by the Escrow Agentdefined in Section 8.8 below) and for a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no transfer to SumTotal delivery of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(d) 8.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such transferdelivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall transfer make delivery of the funds from Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 7.2(d) 8.5 hereof, provided that no such transfer payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) -day day period.

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such certificate and copies of any relevant supporting documentation shall be delivered to the Stockholder Representative (with receipt by the Stockholder Representative confirmed by the Escrow Agent) Representative, and for a period of thirty (30) days after such deliverydelivery to the Stockholder Representative, the Escrow Agent shall make no transfer delivery to SumTotal Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such transferdelivery. After the expiration of such thirty (30) day period, the Escrow Agent shall transfer the funds make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof; provided, provided however, that no such transfer payment or delivery may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) -day day period.