Common use of Uncontested Claims Clause in Contracts

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested ClaimUNCONTESTED CLAIM") in ----------------- writing within thirty (30) calendar days after receipt by thereof (the Escrow Agent of such Notice of Claim"FIRST NOTICE PERIOD"), as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent DemandPARENT DEMAND") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within The Indemnification Representative may object within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, Demand (the Indemnification Representative may object by "SECOND NOTICE PERIOD") in a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not not, after the First Notice Period, object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon neither the Escrow Agent nor Parent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release implement the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent Indemnification Representative of such Notice of Claim, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a ------------- Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "“Uncontested Claim"”) in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "“Parent Demand"”) stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In If the event that the Indemnification ------------------ Representative does Shareholders do not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by in accordance with Section 8.3 of the Escrow Agent of such Notice of ClaimMerger Agreement, as provided below in Section 2.3(b), Parent DPRC may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeShareholders, a written demand by Parent DPRC (a "Parent DPRC Demand") stating that a Notice of Claim has had been ------------- given as required in this Escrow the Merger Agreement and that no notice Notice of contest Contest has been received by the Escrow Agent from the Indemnification Representative Shareholders during the period specified in this Escrow Agreement, the Merger Agreement and further setting forth stating the proposed Escrow Adjustments number of Escrowed Shares to be made withheld from release to the Shareholders or to be released to DPRC in accordance with this Section 2.3(a3.4(a). Within thirty (30) The Escrow Agent shall within 20 calendar days after receipt by of such DPRC Demand, release to DPRC for cancellation that number of Escrowed Shares having a value (determined pursuant to Section 2.2, above, treating the Escrow Agent 30th calendar day after the date of the Parent Notice of Claim as the Final Release Date) equal to the amount of Damages specified in the Notice of Claim and shall notify the Shareholders of such transfer. It is provided, however, that within 20 calendar days after receipt of the DPRC Demand, the Indemnification Representative Shareholders may object by a written notice delivered to Parent and DPRC's calculation of the Escrow Agent number of Escrowed Shares to the computations or other administrative matters relating be released to the proposed Escrow Adjustments DPRC (but may not object to the validity or amount of the Claim previously disclosed noticed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon whereupon, the Escrow Agent shall not make any of release the Escrow Adjustments Escrowed Shares to DPRC until either: either (i) Parent DPRC and the Indemnification Representative Shareholders shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustmentsas to the number of Escrowed Shares to be released, or (ii) the matter is resolved as provided in Sections 2.3(b3.4(b) and 2.3(c3.4(c). Upon satisfaction of , below, provided that such objection shall not effect the foregoingdates used to determine the Share Price pursuant to Section 2.2, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustmentsabove.

Uncontested Claims. In the event that the Indemnification ------------------ Representative Holder does not contest a Notice of Claim (an "“Uncontested Claim"”) in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeHolder, a written demand by Parent (a "“Parent Demand"”) stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative Holder during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative Holder may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative Holder shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested ClaimUNCONTESTED CLAIM") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claimdays, as provided below in Section 2.3(b), Parent Buyer may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent Buyer (a "Parent DemandBUYER DEMAND") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Buyer Demand, the Indemnification Representative may object by in a written notice delivered to Parent Buyer and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon neither the Escrow Agent nor Buyer shall not make any of the Escrow Adjustments until either: (i) Parent Buyer and the Indemnification Representative shall have given the Escrow Agent joint written notice setting forth the agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by ParentBuyer, and Parent Buyer shall promptly take all steps to release implement the final Escrow Adjustments.

Uncontested Claims. In the event that either (i) the Indemnification ------------------ Shareholders’ Representative acknowledges in a written notice delivered to Parent and the Escrow Agent that it will not contest the Claim for which a Notice of Claim is provided (an “Acknowledgement of Uncontested Claim”) or (ii) the Shareholders’ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) 30 calendar days after of receipt by (the Escrow Agent of such “Notice of ClaimPeriod”), as provided below in Section 2.3(b2.3.2 (an “Uncontested Claim”), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Shareholders’ Representative, a written demand by Parent (a "“Parent Demand"”) stating that either Parent has received an Acknowledgement of Uncontested Claim or that Parent delivered a Notice of Claim has been ------------- given to the Shareholders’ Representative as required in this General Escrow Agreement and that no Parent did not receive a notice of contest has been received by the Escrow Agent from the Indemnification Shareholders’ Representative during the period specified Notice Period. If any portion of the Damages as set forth in this Escrow Agreementa Notice of Claim were estimated or subject to further computation or a final resolution, and further Parent will update its Notice of Claim setting forth the proposed Escrow Adjustments final amount of Damages to be made included in the Notice of Claim and deliver such updated Notice of Claim with the Parent Demand. The original estimated Damages or the updated Damages, as applicable, will be released to Parent from the General Escrow Amount in accordance with this Section 2.3(a)2.3.1. Within thirty (30) It is provided, however, that within 30 calendar days after receipt by the Escrow Agent of the Parent DemandDemand or an updated Notice of Claim, the Indemnification Shareholders’ Representative may object by in a written notice writing delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed portion of the General Escrow Adjustments Amount to be released to Parent (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon the Escrow Agent shall will not make release any portion of the General Escrow Adjustments Amount to Parent until either: (i) Parent and the Indemnification Shareholders’ Representative shall have given the Escrow Agent joint written notice setting forth an agreed Escrow Adjustments, portion to which Parent is entitled or (ii) the matter is resolved in accordance with Sections 2.3.2 and 2.3.3 below. Upon the resolution or other agreement between Parent and the Shareholders’ Representative of an Uncontested Claim as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoingherein, the Escrow Agent, as directed in writing by Parent, and Parent shall Agent will promptly take all steps to release the final appropriate portion of the General Escrow AdjustmentsAmount to Parent. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties to this General Escrow Agreement hereby acknowledge and agree that (a) any amounts payable to the Parent pursuant to this General Escrow Agreement shall first be paid by decreasing the then outstanding principal amount of the Note by the amount so payable to the Parent until the outstanding principal amount is zero and (b) upon any such decrease, the Parent shall execute and deliver to the Escrow Agent an amended and restated promissory note that is identical to the Note except that the amended and restated promissory note shall be in the principal amount that reflects such decrease, whereupon the Escrow Agent shall xxxx the previously outstanding Note as cancelled and such amended and restated promissory note shall be deemed to be the “Note” for all purposes of this General Escrow Agreement.

Uncontested Claims. In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow AgentAgent at the expiration of the thirty (30) calendar days, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until eitherthe later of: (i) the date that is the Deposit Date; (ii) Receipt by the Escrow Agent of written notice from Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (iiiii) resolution of the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In If, within 30 calendar days after the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt containing a statement of claimed Damages is deemed to have been delivered by Asymetrix to the Former Aimtech Stockholders and the Escrow Agent pursuant to Section 7 hereof, a majority in interest of the former Aimtech Stockholders have not contested such Notice of Claim in writing to the Escrow Agent as provided in Section 4(b) and the Escrow Agent has not received written confirmation from Asymetrix that the Former Aimtech Stockholders have paid Asymetrix in full the amount demanded in such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by then the Escrow Agent shall: (i) immediately release from the Indemnification Representative during the period specified in this escrow and transfer to Asymetrix for cancellation that number of Escrow Agreement, and further setting forth the proposed Escrow Adjustments Shares having a value (determined pursuant to be made in accordance with this Section 2.3(a). Within thirty (304(d) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent hereof) equal to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed Damages specified in the Notice of Claim Claim, which transferred and not previously timely objected forfeited Escrow Shares shall be taken from and forfeited by each of the Former Aimtech Stockholders in proportion to their respective percentage interest in the Escrow Shares as set forth on Exhibit A, provided, however, that any claim under paragraph (b)) of subsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person; and (ii) notify the Former Aimtech Stockholders in writing of such transfer of Escrow Shares (or, if applicable, Escrow Consideration as provided in the following sentence) as promptly as reasonably practicable. Notwithstanding the foregoing, in the event a Former Aimtech Stockholder has deposited cash in escrow pursuant to Section 2(d), whereupon the Escrow Agent shall not make any first satisfy the Former Aimtech Stockholder's portion of the amount of any Claim by withdrawing from escrow and paying to Asymetrix an amount of Escrow Adjustments until either: (i) Parent and Consideration equal to the Indemnification Representative Stated Value Per Share multiplied by the number of Escrow Shares which would otherwise be required to be released pursuant to the provisions hereof. Any amounts remaining to be paid after such Escrow Consideration has been exhausted shall have given be satisfied from the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow AdjustmentsShares.

Uncontested Claims. In the event that the Indemnification Parent or Stockholder ------------------ Representative Representative, as the case may be, does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt ----------------- by Parent or the Escrow Agent Stockholder Representative of such Notice of Claim, as provided below in Section 2.3(b), Parent or the Stockholder Representative in the event of an Acceleration Release may deliver to the Escrow Agent, with a copy to the Indemnification Parent or the Stockholder Representative, as the case may be, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as ------ required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Stockholder Representative or the Parent, as the case may be, during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a)) to the Indemnification Escrow Fund or the Goals Escrow Fund, as appropriate. Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent a Demand, Parent or the Indemnification Representative Stockholder Representative, as the case may be, may object by a written notice delivered to Parent or the Stockholder Representative, as the case may be, and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Stockholder Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

Uncontested Claims. In the event that the Indemnification ------------------ Representative Holder does not contest a Notice of Claim (an "Uncontested ClaimUNCONTESTED CLAIM") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claimdays, as provided below in Section 2.3(b), Parent Buyer may deliver to the Escrow Agent, with a copy to the Indemnification RepresentativeHolder, a written demand by Parent Buyer (a "Parent DemandBUYER DEMAND") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative Holder during the period specified in this Escrow Agreement, Agreement and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Buyer Demand, the Indemnification Representative Holder may object by in a written notice delivered to Parent Buyer and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)Claim), whereupon neither the Escrow Agent nor Buyer shall not make any of the Escrow Adjustments until either: (i) Parent Buyer and the Indemnification Representative Holder shall have given the Escrow Agent joint written notice setting forth the agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by ParentBuyer, and Parent Buyer shall promptly take all steps to release implement the final Escrow Adjustments.