Common use of Claim Procedure Clause in Contracts

Claim Procedure. A. If the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

Claim Procedure. A. If the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason If Buyer has made a determination that it may have a right to indemnification under Section 7.1(a), Buyer shall deliver to the Seller from whom Buyer may have a right to indemnification a claim certificate, which shall state to the extent reasonable: (A) that Buyer has paid or reasons properly accrued a Loss, or reasonably anticipates that it may or will incur Liability for a Loss, for which Buyer is entitled to indemnification pursuant to Section 7.1(a); (B) state in reasonable detail, to the extent reasonably available, each individual item of Loss included in the amount so stated, the date (if any) such denial;item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such item is related and, to the extent computable, the computation of the amount to which Buyer claims to be entitled hereunder; and (C) provide available documentation supporting the statements provided in the claim certificate. (ii) The specific reference If such Seller shall object to pertinent provisions the indemnification of this Agreement on which such denial is based; (iii) A description Buyer in respect of any additional material such claim or information necessary for the Claimant to perfect his claims specified in any claim and an explanation why certificate, such material or such information is necessary; Seller shall, within thirty (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (6030) days after its receipt of such claim certificate, deliver to Buyer a written notice to such effect, and such Seller and Buyer shall, within the thirty (30) day period beginning on the date of receipt by Buyer of such written objection, attempt in good faith to agree upon the Claimant rights and obligations of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed Buyer and such Seller with respect to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporationeach claim to which such Seller shall have so objected. If the Claimant does not request such Seller and Buyer succeed in reaching agreement with respect to any such claims, they shall promptly prepare and sign a review of the Corporation’s determination by the Secretary of the Corporation within memorandum setting forth such sixty agreement. Should they be unable to agree as to any particular item or amount during such thirty (6030) day period, he then Buyer shall be barred entitled to pursue arbitration in accordance with Section 8.10 to resolve its claim for indemnification. Each Seller hereby waives, and estopped from challenging agrees not to assert, any rights or defenses such Seller might otherwise have in connection with any delay by Buyer in delivering a claim certificate pursuant to Section 7.2(b)(i), including the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt defense of a request for reviewlaches and any similar defense, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references notwithstanding any prejudice such delay may cause to the pertinent provisions interests of this Agreement on which such Seller, subject to the decision is based. If special circumstances require that the sixty (60last proviso of Section 7.3(b) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt with respect to defense of the request for reviewThird Party Claim proceedings.

Claim Procedure. A. (i) If Buyer has made a determination that it may have a right to indemnification under Section 8.1(a), Buyer shall deliver to the Executive Sellers’ Representatives and the Escrow Agent a claim certificate, which shall state to the extent (A) that Buyer has paid or his personal representative believes properly accrued a Loss, or reasonably anticipates that he it may or will incur Liability for a Loss, for which Buyer is being denied a benefit entitled to indemnification pursuant to Section 8.1(a); (B) state in reasonable detail, to the extent reasonably available, each individual item of Loss included in the amount so stated, the date (if any) such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which he each such item is entitled under this Agreement (hereinafter referred to as a “Claimant”)related and, such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President extent computable, the computation of the Corporation at its then principal place of business. B. The Corporation shall reply amount to which Buyer claims to be entitled hereunder; and (C) provide available documentation supporting the Claimant’s statements provided in the claim within ninety (90) days of receiving the claimcertificate. If the Sellers’ Representative(s) shall object to the indemnification of Buyer in respect of any such claim is denied or claims specified in whole or in partany claim certificate, the Corporation shall adopt Sellers’ Representatives shall, within thirty (30) days after its receipt of such claim certificate, deliver to Buyer a written opinionnotice to such effect, using language calculated and the Sellers’ Representatives and Buyer shall, within the thirty (30) day period beginning on the date of receipt by Buyer of such written objection, attempt in good faith to agree upon the rights and obligations of Buyer and the Sellers with respect to each claim which the Sellers’ Representative(s) shall have so objected. If the Sellers’ Representatives and Buyer succeed in reaching agreement with respect to any such claims, they shall promptly prepare and sign a memorandum setting forth such agreement. Should they be understood unable to agree as to any particular item or amount during such thirty (30) day period, then Buyer shall be entitled to pursue arbitration in accordance with Section 9.10 to resolve its claim for indemnification. The Sellers’ Representatives and the Sellers hereby waive, and agree not to assert, any rights or defenses they might otherwise have in connection with any delay by Buyer in delivering a claim certificate pursuant to this Section 8.2(b)(i), including the Claimantdefense of laches and any similar defense, setting forth: (inotwithstanding any prejudice such delay may cause to the interests of the Sellers’ Representatives or the Sellers, subject to the last proviso of Section 8.3(a) The specific reason or reasons for such denial;with respect to defense of Third Party Claim proceedings. (ii) The specific reference If Buyer has made a determination that it may have a right to pertinent provisions indemnification under Section 8.1(b), Buyer shall deliver to the Seller from whom Buyer may have a right to indemnification and the Escrow Agent a claim certificate, which shall state to the extent reasonable: (A) that Buyer has paid or properly accrued a Loss, or reasonably anticipates that it may or will incur Liability for a Loss, for which Buyer is entitled to indemnification pursuant to Section 8.1(b); (B) state in reasonable detail, to the extent reasonably available, each individual item of this Agreement on Loss included in the amount so stated, the date (if any) such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, default, breach of warranty or breach of covenant or claim to which each such denial item is based; related and, to the extent computable, the computation of the amount to which Buyer claims to be entitled hereunder; and (iiiC) A description provide available documentation supporting the statements provided in the claim certificate. If such Seller shall object to the indemnification of Buyer in respect of any additional material such claim or information necessary for the Claimant to perfect his claims specified in any claim and an explanation why certificate, such material or such information is necessary; Seller shall, within thirty (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (6030) days after its receipt of such claim certificate, deliver to Buyer a written notice to such effect, and such Seller and Buyer shall, within the thirty (30) day period beginning on the date of receipt by Buyer of such written objection, attempt in good faith to agree upon the Claimant rights and obligations of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed Buyer and such Seller with respect to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporationeach claim to which such Seller shall have so objected. If the Claimant does not request such Seller and Buyer succeed in reaching agreement with respect to any such claims, they shall promptly prepare and sign a review of the Corporation’s determination by the Secretary of the Corporation within memorandum setting forth such sixty agreement. Should they be unable to agree as to any particular item or amount during such thirty (6030) day period, he then Buyer shall be barred entitled to pursue arbitration in accordance with Section 9.10 to resolve its claim for indemnification. Each Seller hereby waives, and estopped from challenging agrees not to assert, any rights or defenses such Seller might otherwise have in connection with any delay by Buyer in delivering a claim certificate pursuant to this Section 8.2(b)(ii), including the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt defense of a request for reviewlaches and any similar defense, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references notwithstanding any prejudice such delay may cause to the pertinent provisions interests of this Agreement on which such Seller, subject to the decision is based. If special circumstances require that the sixty (60last proviso of Section 8.3(b) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt with respect to defense of the request for reviewThird Party Claim proceedings.

Claim Procedure. A. (a) Purchaser shall give Seller written notice ("INDEMNIFICATION NOTICE") of any facts and circumstances giving rise to a Claim within thirty (30) days as of the moment Purchaser becomes aware, or should have become aware, of the facts and circumstances giving rise to such Claims. (b) If the Executive Claim relates to a claim or his personal representative believes that he is being denied the commencement of an action or proceeding by a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”)Third Party against the Company and/or Purchaser, such Claimant may file a written then Seller shall have, upon request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described aboveIndemnification Notice by Seller (but, in any event, not after the settlement or compromise of such Claim), the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed right to the Secretary of the Corporationdefend, at its then principal place own expense and by its own counsel, any such matter involving the asserted liability of business. The Claimant the Company and/or Purchaser; provided, however, that if the Company and/or Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall, at its own discretion, have the right to defend (with the participation of Seller, if Seller so elects), compromise or his duly authorized representative maysettle such claim or suit, but need notprovided, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. however, that Seller has been timely informed of settlement negotiations. (c) If the Claimant Claim does not request relate to a review claim or the commencement of the Corporation’s determination an action or proceeding by the Secretary of the Corporation within such sixty a Third Party, Seller shall have thirty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (12030) days after receipt of the request Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to Purchaser. If Seller does not so object within such thirty (30)-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for reviewthe matters set forth in the Indemnification Notice. If Seller sends notice to Purchaser objecting to the matters set forth in the Indemnification Notice, Seller and Purchaser shall use their best efforts to settle the Claim. If Seller and Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 17 of this Agreement.

Claim Procedure. A. If In the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and event an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant Employee wishes to submit the claim for review; and (v) The time limits for requesting seek a review under subsection C. the Plan and for make a claim with respect to his eligibility or his Account, the following claim procedure will apply: Step 1. The Employee shall first seek a satisfactory explanation from the Employer with respect to his claim; and if he is unable to secure an explanation to his satisfaction, he may then request his designated Union representative to review under subsection D. hereofhis claim with the designated management representative of the Employer. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of businessStep 2. The Claimant or his duly authorized management representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the CorporationEmployee’s determinationclaim with the Union representative. If needed, more details with respect to the claim will be obtained by the management representative. Step 3. If, after discussion with the management representative, the Union representative feels that the claim was proper, he may notify in writing the management representative that he would like to have the claim further reviewed. Step 4. If, after discussion between the representative of the Union and the management representative, the parties cannot resolve the claim in dispute and the representative of the Union continues to feel that the claim was improperly denied, such representatives shall appoint an impartial person to review the claim in dispute and to determine whether or not denial was proper. In the event of the inability of the parties to agree upon such an impartial person within a period of thirty days after it is determined that such an impartial person should be appointed, the parties shall ask the American Arbitration Association to furnish a suggested list of names of five persons, from which list the parties shall select one person to serve. Such selection shall be by agreement, if possible; otherwise, by the Union and the Employer alternately eliminating names from said list. After considering all materials presented each party has eliminated the names of two persons from said list, the remaining one shall be appointed to act. There shall be no appeal from any ruling by the Claimantimpartial person so designated. Each such ruling shall be final and binding on the Employer, the Secretary Union, and the Employee or any other persons claiming eligibility or amounts under the Plan; and shall be based solely on the written facts submitted relating to the case in dispute and such ruling shall apply solely to the case in dispute and shall not be used as a precedent for future cases. No ruling in any one case nor any initial determination in any one case shall create a basis for retroactive adjustments in any other cases. The Union will render discourage any attempt of their respective members and any other persons and will not encourage or cooperate with any of its members and any other person, in any appeal to any court or administrative board or agency from a written opinionruling of such impartial person. The fees and expenses of such impartial person, written in a manner calculated to and any clerical or stenographic expense mutually agreed to, shall be understood borne equally by the Claimant, setting forth Employer and the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for reviewUnion.

Claim Procedure. A. If a claim is made against an Indemnitee involving one or more Claims and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon receiving such notice, give notice of such claim to Lessee; provided that the Executive or his personal representative believes failure to provide such notice shall not release Lessee from any of its obligations to indemnify hereunder (except to the extent that he Lessee is being denied precluded from conducting a benefit to which he is entitled under this Agreement (hereinafter referred to meritorious contest of such Claim as a “Claimant”result of such failure). Lessee shall be entitled, such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed at its sole cost and expense, acting through counsel reasonably acceptable to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety respective Indemnitee (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated consent not to be understood by the Claimant, setting forth:unreasonably withheld or delayed): (i1) The specific reason in any judicial or reasons administrative proceeding that involves only one Claim, to assume responsibility for such denialand control thereof; (ii2) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of in any additional material judicial or information necessary for the Claimant to perfect his claim administrative proceeding involving a Claim and an explanation why such material other claims related or such information is necessary; (iv) Appropriate information as unrelated to the steps transactions contemplated by this Agreement, to assume responsibility for and control of such Claim to the extent that the same be taken if the Claimant wishes to submit the claim for reviewand is severed from such other claims; and (v3) The time limits in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at the Lessee's sole expense, as the case may be, to participate therein to the extent such participation would not prejudice such Indemnitee's conduct of such proceedings, as reasonably determined by such Indemnitee. Notwithstanding the foregoing, Lessee shall not be entitled to assume responsibility for requesting or control of any such judicial or administrative proceedings with respect to a review Claim, (I) unless the Lessee has acknowledged responsibility under subsection C. this Section 11 for such Claim hereunder, (II) while an Event of Default hereunder shall have occurred and for review under subsection D. hereof. C. Within sixty be continuing, or (60III) days after the receipt by the Claimant if such proceedings will involve any material danger of the written opinion described abovesale, forfeiture or loss of, or the Claimant creation of any Lien (other than a Permitted Lien) on the Aircraft or this Agreement or any part thereof or any material risk of civil liability to such Indemnitee for which such Indemnitee is not indemnified hereunder, or any risk of criminal liability. The Indemnitee may request participate at its own expense and with its own counsel in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed any judicial proceeding controlled by Lessee pursuant to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references preceding provisions to the pertinent provisions extent such participation would not prejudice Lessee's conduct of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for reviewsuch proceedings.

Claim Procedure. A. (a) The Purchaser shall give the Seller written notice (the “Indemnification Notice”) of any facts and the circumstances giving rise to a Claim within 30 days of the Purchaser’s becoming aware of the facts and circumstances giving rise to such Claim. However, failure of the Purchaser to give such notice within such 30-day period shall not relieve the Seller of its liability with respect to such Claim except to the extent that Purchaser’s failure to give notice within such period causes damages to Seller (including any liability in the Seller’s ability to prevent or mitigate Damages resulting from the Breach). (b) If the Executive Claim relates to a claim or his personal representative believes that he is being denied the commencement of an action or proceeding by a benefit to which he is entitled under this Agreement Third Party against (hereinafter referred to as a “Claimant”)or otherwise requires any action by) the Group and/or the Purchaser, such Claimant may file a written then the Seller shall have, upon request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described aboveIndemnification Notice (but not in any event after the settlement or compromise of such Claim), the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed right to the Secretary of the Corporationdefend, at its then principal place own expense and by its own counsel, any such matter involving the asserted liability of businessthe Group and/or the Purchaser; provided, however, that if the Group and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at its own discretion and at its own costs have the right to defend (without the participation of the Seller), compromise or settle such claim or suit in which event the Seller shall be timely informed of settlement negotiations, in which event the Purchaser shall be deemed to have waived its right to seek recourse against the Seller in relation to that particular Claim. The Claimant or his duly authorized representative may, but need not, review Party defending the pertinent documents Claim shall make reasonable endeavours to strike a fair balance between the interests of the Seller in keeping the compensation as low as possible and submit issues the interests of the Purchaser and comments in writing for consideration by any of the CorporationGroup Companies to maintain good business relations with the Third Party concerned. If the Claimant Seller shall decide that it will not defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Group and/or the Purchaser and the Group and/or the Purchaser shall incur Damages directly or indirectly relating to this decision of the Seller, the Purchaser shall have full recourse against the Seller as to the Damages incurred. (c) If the Claim does not request relate to a review claim or the commencement of the Corporation’s determination an action or proceeding by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the ClaimantThird Party, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty Seller shall have ninety (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (12090) days after receipt of the request Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Seller does not so object within such ninety-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for reviewthe matters set forth in the Indemnification Notice. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Seller and the Purchaser shall use their best efforts to settle the Claim. If the Seller and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 12.2 of this Agreement. (d) The Seller hereby covenants and agrees that it will (i) do its utmost effort to withdraw any attachment on any assets of the Companies (including providing (the necessary) securities (such as a bank guarantee)); (ii) compensate the Purchaser and/or the Group Companies for and indemnify and hold the Purchaser and/or the Group Companies harmless against costs (including but not limited to the fees and disbursements of the counsel) and reimbursements pursuant to (the withdrawal of) any attachment on any assets of the Group Companies pursuant to a Third Party Claim, including costs with respect to the issue of a bank guarantee, and (iii) to the extent that the Seller conducts the defence against a claim, it shall do so to the best of its abilities and take the Purchaser’s and the Group Companies’ interests into account.

Claim Procedure. A. If (a) Benefits shall be paid in accordance with the provisions of this Agreement. The Executive, or a Beneficiary, or any other person claiming through the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter collectively referred to as a the “Claimant”), such Claimant may file ) shall make a written request for such benefit with the Corporation setting forth his claimbenefits provided under this Agreement. The request must This written claim shall be addressed mailed or delivered to the President Administrator. If the claim is denied, whether wholly or partially, notice of the Corporation at its then principal place of business. B. The Corporation decision shall reply be mailed to the Claimant’s claim Claimant within a reasonable time period. This time period shall not exceed more than ninety (90) days after the receipt of receiving the claim. If the claim by the Administrator. (b) The Administrator shall provide a written notice to every Claimant who is denied in whole or in part, a claim for benefits under this Agreement. The notice shall set forth the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forthfollowing information: (i1) The the specific reason or reasons for such the denial; (ii2) The the specific reference to pertinent Agreement provisions of this Agreement on which such the denial is based; (iii3) A a description of any additional material or information necessary for the Claimant to perfect his the claim and an explanation of why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v4) The time limits appropriate information and explanation for requesting a review the claims procedure under subsection C. and this Agreement to permit the Claimant to submit his claim for review under subsection D. hereofreview. C. Within sixty (60c) days after the receipt by the Claimant All of the written opinion described above, the Claimant may request information required in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty Paragraph (60b) day period, he above shall be barred and estopped from challenging set forth in the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written notice in a manner calculated to be understood by the Claimant. The claims procedure under this Agreement shall allow the Claimant a reasonable opportunity to appeal a denied claim and to get a full and fair review of that decision from the Administrator. A Claimant shall have a reasonable opportunity: (1) to request a review upon written application, setting forth the specific reasons for the decision and containing specific references to the Administrator; (2) to review pertinent provisions documents with regard to the employee benefit plan created under this Agreement; (3) to submit issues and comments in writing; (4) to request an extension of this Agreement time to make a written submission of issues and comments; and (5) to request that a hearing be held to consider Claimant’s appeal. (d) The decision on which the decision is based. If special circumstances require that review of the denied claim shall promptly be made by the Administrator within sixty (60) day time period be extended, days after the Secretary will so notify receipt of the Claimant and will render the decision as soon as possible, but request for review if no later than hearing is held; or within one hundred and twenty (120) days after receipt of the request for review, if an extension of time is necessary in order to hold a hearing. The Administrator shall give the Claimant written notice of the extension of time and of the hearing. This notice shall be given prior to the extension. The written notice of extension shall indicate that an extension of time will occur in order to hold a hearing on the Claimant’s appeal and will specify the place, date, and time of that hearing and the Claimant’s opportunity to participate in the hearing. It may also include any other information the Administrator believes may be important or useful to the Claimant in connection with the appeal. (e) The decision to hold a hearing to consider the Claimant’s appeal of the denied claim shall be within the sole discretion of the Administrator, whether or not the Claimant requests such a hearing. The Administrator’s’decision on review shall be made in writing and be provided to the Claimant Within the time periods specified in Paragraph (d) above. This written decision on review shall contain the following information: (1) the decision(s); (2) the reasons for the decision(s); and (3) specific references to the provisions of this Agreement on which the decision (s) is/are based.

Claim Procedure. A. If the Executive a claim with respect to Indemnifiable Amounts shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to Sponsor or his personal representative believes that he is being denied a benefit any other SPAC Insider pursuant to which he is entitled under this Agreement Section 5.2 (hereinafter referred to as a “ClaimantTax Claim”), Sponsor or such Claimant may file a SPAC Insider shall promptly and in any event no more than five (5) Business Days following Sponsor’s or such SPAC Insider’s receipt of notice of such Tax Claim, give written request for such benefit with the Corporation setting forth his claim. The request must be addressed notice to the President Company of such Tax Claim; provided, however, the Corporation at failure of Sponsor or any other SPAC Insider to give such notice shall only relieve the Company from its then principal place of business. B. The Corporation shall reply indemnification obligations hereunder to the Claimantextent it is actually prejudiced by such failure. With respect to any such Tax Claim, at the Company’s claim within ninety election, the Company and Sponsor (90on behalf of Sponsor and each other SPAC Insider) days will jointly control all proceedings and will jointly make all decisions taken in connection with such Tax Claim (including selection of receiving counsel mutually agreeable to both the claimCompany and Sponsor) at their own expense. If the claim Company elects not to jointly control any such Tax Claim, then (a) Sponsor shall use reasonable efforts to diligently conduct such Tax Claim in good faith and shall not adopt any position that is denied in whole or in partinconsistent with the Intended Tax Treatment, and (b) the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the CorporationCompany, at its then principal place sole cost and expense, may elect to participate in any such Tax Claim. No Tax Claim controlled by Sponsor can be settled, either administratively or after the commencement of business. The Claimant or his duly authorized representative maylitigation, but need not, review without the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review written consent of the Corporation’s determination by Company, which consent shall not be unreasonably withheld, conditioned or delayed. Sponsor, each other SPAC Insider, the Secretary Company and its Subsidiaries and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim. Such cooperation shall include the retention and, upon the request of the Corporation within party controlling proceedings relating to such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the ClaimantTax Claim, the Secretary will render provision to such party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Sponsor (and its beneficial owners) and each other SPAC Insider shall execute any powers of attorney or other documents to allow for the Company to control any Tax Claim. Without the prior written opinion, written in a manner calculated consent of the Company (not to be understood by unreasonably withheld, conditioned or delayed), none of Sponsor (or any beneficial owner) nor any of the Claimant, setting forth the specific reasons for the decision and containing specific references other SPAC Insiders shall extend or waive any applicable statute of limitations relating to the pertinent provisions of this Agreement on Intended Tax Treatment, re-file, modify, or amend any Tax Return, which refiling, modification or amendment relates to the decision is basedIntended Tax Treatment, file any ruling request related to the Intended Tax Treatment, or voluntarily approach any Governmental Authority regarding the Intended Tax Treatment. If special circumstances require that the sixty Sponsor (60and its beneficial owners) day time period be extendedand each other SPAC Insider shall use reasonable efforts, the Secretary will so notify the Claimant and will render the decision as soon as possibletake all reasonable steps, but no later than one hundred twenty (120) days after receipt of the request for reviewto mitigate any and all Taxes and other amounts subject to indemnity under Section 5.2.

Claim Procedure. A. In the event that, at any time or from time to time after the Closing Date, an Indemnitee shall sustain a Loss against which such Indemnitee is entitled to indemnification under this Agreement, such Indemnitee shall notify the party hereto obligated to provide such indemnification (the "Indemnitor") of any such Loss so sustained. Indemnitor shall pay to such Indemnitee the amount of such Loss so sustained, subject to the right to contest any claim which has not yet resulted in a Loss, as provided herein and under the Escrow Agreement. The Indemnitee shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply and shall give the Indemnitor a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitee at Indemnitor's own expense and with counsel of Indemnitor's selection (who shall be approved by Indemnitee, which approval shall not be unreasonably withheld); provided that the Indemnitee shall at all times also have the right to fully participate in the defense at its own expense. If the Executive Indemnitor shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement settle (hereinafter referred to exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense, of Indemnitor. Except as a “Claimant”)provided in the preceding sentence, such Claimant may file a the Indemnitee shall not compromise or settle the claim or other matter without the prior written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President consent of the Corporation at its then principal place of business. B. The Corporation Indemnitor, which consent shall reply to the Claimant’s claim within ninety (90) days of receiving the claimnot be unreasonably withheld. If the claim is denied in whole or in partone that cannot by its nature be defended solely by the Indemnitor, the Corporation Indemnitee shall adopt a written opinion, using language calculated to make available all information and assistance that the Indemnitee may reasonably request; provided that any associated expenses shall be understood paid by the ClaimantIndemnitor. Challenge By Indemnitor. If Indemnitor contests or challenges any claim or action against an Indemnified Party referred to in this Article, setting forth: it shall (i) The specific reason or reasons for do so at its own cost and expense, holding such denial; Indemnified Party harmless from all costs, fees, expenses, debts, liabilities and changes, (ii) The specific reference to pertinent provisions of this Agreement on which diligently defend against any such denial is based; claim, and (iii) A description of hold such Indemnified Party's business and assets free and harmless from any additional material attachment, execution, judgment, lien or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereofother legal process. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

Claim Procedure. A. (a) The Purchaser shall give the Seller written notice (“Indemnification Notice”) of any facts and the circumstances giving rise to a Claim promptly after the Purchaser becoming aware of the facts and circumstances giving rise to such Claim, but the failure to notify the Seller will not relieve the Seller of any liability that it may have [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. to Purchaser, except to the extent that the Seller demonstrates that the defense of such action is prejudiced by the Purchaser’s failure to give such notice. (b) If the Executive Claim relates to a claim or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement the commencement of an action or proceeding (hereinafter referred to as a “ClaimantProceeding”)) by a Third Party against the Company and/or the Purchaser, such Claimant may file a written then the Seller shall have, upon request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) 20 business days after receipt of the request Indemnification Notice, the right to defend, at its own expense and by its own counsel (and such counsel reasonably satisfactory to Purchaser), any such matter involving the asserted liability of the Company and/or the Purchaser. If the Seller assumes the defense of such a Claim, no compromise or settlement of such Claim may be effected by the Seller without the Purchaser’s consent (which may not be unreasonably withheld) unless (i) the sole relief provided is monetary damages that are paid in full by Seller, and (ii) the Purchaser will have no liability with respect to any compromise or settlement of such Claim effected without its consent. Notwithstanding the foregoing, if Purchaser determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates (other than as a result of monetary damages for reviewwhich it would be entitled to indemnification under this Agreement), the Purchaser may, by notice to the Seller assume the exclusive right to defend, compromise or settle such Proceeding, but the Seller will not be bound by and determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (c) If the Claim does not relate to a claim or the commencement of a Proceeding by a Third Party, the Seller shall have 20 business days after receipt of the Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Seller and the Purchaser shall use their best efforts to settle the Claim. If the Seller and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 15 of this Agreement. (d) The provisions of sections 8.5 shall not apply to the provisions set forth in Article 7.5 and Schedule 7.5.

Claim Procedure. A. (a) The Purchaser shall give the Seller written notice (the “Indemnification Notice”) of any facts and the circumstances giving rise to a Claim within 30 days of the Purchaser’s becoming aware of the facts and circumstances giving rise to such Claims. However, failure of the Purchaser to give such notice within such 30-day period shall not relieve the Seller of its liability with respect to such Claim except to the extent that Purchaser’s failure to give notice within such period causes damages to Seller. (b) If the Executive Claim relates to a claim or his personal representative believes that he is being denied the commencement of an action or proceeding by a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”)Third Party against the Company and/or the Purchaser, such Claimant may file a written then the Seller shall have, upon request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described aboveIndemnification Notice (but not in any event after the settlement or compromise of such Claim), the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed right to the Secretary of the Corporationdefend, at its then principal place own expense and by its own counsel, any such matter involving the asserted liability of business. The Claimant the Company and/or the Purchaser; provided, however, that if the Company and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at its own discretion have the right to defend (with the participation of the Seller, if the Seller so elects), compromise or his duly authorized representative maysettle such claim or suit, but need not, review provided however the pertinent documents and submit issues and comments in writing for consideration by the CorporationSeller has been timely informed of settlement negotiations. If the Claimant Seller shall decide that it will not defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Company and/or the Purchaser and the Company and/or the Purchaser shall incur costs directly or indirectly relating to this decision of the Seller, the Purchaser shall have full recourse against the Seller as to the costs incurred. (c) If the Claim does not request relate to a review claim or the commencement of the Corporation’s determination an action or proceeding by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the ClaimantThird Party, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty Seller shall have thirty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (12030) days after receipt of the request Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Seller does not so object within such thirty-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for reviewthe matters set forth in the Indemnification Notice. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Seller and the Purchaser shall use their best efforts to settle the Claim. If the Seller and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 12.2 of this Agreement.

Claim Procedure. A. (a) The Purchaser shall give the Seller written notice (the "INDEMNIFICATION NOTICE") of any facts and the circumstances giving rise to a Claim within 30 days of the Purchaser's becoming aware of the facts and circumstances giving rise to such Claim. However, failure of the Purchaser to give such notice within such 30-day period shall not relieve the Seller of its liability with respect to such Claim except to the extent that Purchaser's failure to give notice within such period causes damages to Seller. (b) If the Executive Claim relates to a claim or his personal representative believes that he is being denied the commencement of an action or proceeding by a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”)Third Party against the Company and/or the Purchaser, such Claimant may file a written then the Seller shall have, upon request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described aboveIndemnification Notice (but not in any event after the settlement or compromise of such Claim), the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed right to the Secretary of the Corporationdefend, at its then principal place own expense and by its own counsel, any such matter involving the asserted liability of businessthe Company and/or the Purchaser; provided, however, that if the Company and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at its own discretion have the right to defend (with the participation of the Seller, if the Seller so elects), compromise or settle such claim or suit, provided however the Seller has been timely informed of settlement negotiations. The Claimant or his duly authorized representative may, but need not, review Seller shall make reasonable endeavours to strike a fair balance between the pertinent documents interests of the Seller in keeping the compensation as low as possible and submit issues the interests of the Purchaser and comments in writing for consideration by any of the CorporationCompany to maintain good business relations with the Third Party concerned. If the Claimant Seller shall decide that it will not defend, at its own expense and by its own counsel, any such matter involving the asserted liability of the Company and/or the Purchaser and the Company and/or the Purchaser shall incur costs directly or indirectly relating to this decision of the Seller, the Purchaser shall have full recourse against the Seller as to the costs incurred. (c) If the Claim does not request relate to a review claim or the commencement of the Corporation’s determination an action or proceeding by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the ClaimantThird Party, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty Seller shall have thirty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (12030) days after receipt of the request Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the Claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Seller does not so object within such thirty-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for reviewthe matters set forth in the Indemnification Notice. If the Seller sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Seller and the Purchaser shall use their best efforts to settle the Claim. If the Seller and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 13.2 of this Agreement.

Claim Procedure. A. If (a) Benefits shall be paid in accordance with the provisions of this Agreement. The Executive, or a Beneficiary, or any other person claiming through the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter collectively referred to as a the “Claimant”), such Claimant may file ) shall make a written request for such benefit with the Corporation setting forth his claimbenefits provided under this Agreement. The request must This written claim shall be addressed mailed or delivered to the President Administrator. If the claim is denied, whether wholly or partially, notice of the Corporation at its then principal place of business. B. The Corporation decision shall reply be mailed to the Claimant’s claim Claimant within a reasonable time period. This time period shall not exceed more than ninety (90) days after the receipt of receiving the claim. If the claim by the Administrator. (b) The Administrator shall provide a written notice to every Claimant who is denied in whole or in part, a claim for benefits under this Agreement. The notice shall set forth the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forthfollowing information: (i1) The the specific reason or reasons for such the denial; (ii2) The the specific reference to pertinent Agreement provisions of this Agreement on which such the denial is based; (iii3) A a description of any additional material or information necessary for the Claimant to perfect his the claim and an explanation of why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v4) The time limits appropriate information and explanation for requesting a review the claims procedure under subsection C. and this Agreement to permit the Claimant to submit his claim for review under subsection D. hereofreview. C. Within sixty (60c) days after the receipt by the Claimant All of the written opinion described above, the Claimant may request information required in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty Paragraph (60b) day period, he above shall be barred and estopped from challenging set forth in the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written notice in a manner calculated to be understood by the Claimant, setting forth . The claims . procedure under this Agreement shall :allow the specific reasons for Claimant a reasonable opportunity to appeal a denied claim and to get a full and fair review of that decision from the decision and containing specific references Administrator. A Claimant shall have a reasonable opportunity: (1) to request a review upon written application to the Administrator; (2) to review pertinent provisions documents with regard to the employee benefit plan created under this Agreement; (3) to submit issues and comments in writing; (4) to request an extension of this Agreement time to make a written submission of issues and comments; and (5) to request that a hearing be held to consider Claimant’s appeal. (d) The decision on which the decision is based. If special circumstances require that review of the denied claim shall promptly be made by the Administrator within sixty (60) day time period be extended, days after the Secretary will so notify receipt of the Claimant and will render the decision as soon as possible, but request for review if no later than hearing is held; or within one hundred and twenty (120) days after receipt of the request for review, if an extension of time is necessary in order to hold a hearing. The Administrator shall give the Claimant written notice of the extension of time and of the hearing. This notice shall be given prior to the extension. The written notice of extension shall indicate that an extension of time will occur in order to hold a hearing on the Claimant’s appeal and will specify the place, date, and time of that hearing and the Claimant’s opportunity to participate in the hearing. It may also include any other information the Administrator believes may be important or useful to the Claimant in connection with the appeal. (e) The decision to hold a hearing to consider the Claimant’s appeal of the denied claim shall be within the sole discretion of the Administrator, whether or not the Claimant requests such a hearing. The Administrator’s decision on review shall be made in writing and be provided to the Claimant within the time periods specified in Paragraph (d) above. This written decision on review shall contain the following information: (1) the decision(s); (2) the reasons for the decision(s); and (3) specific references to the provisions of this Agreement on which the decision (s) is/are based.

Claim Procedure. A. If (a) The Purchaser shall give the Executive or his personal representative believes that he is being denied Warrantor written notice (“Indemnification Notice”) of any facts and the circumstances giving rise to a benefit to which he is entitled Claim under this Agreement (hereinafter referred within 30 days of the Purchaser’s becoming aware of the facts and circumstances giving rise to as a “Claimant”)such Claims. However, failure of the Purchaser to give such Claimant may file a written request for notice within such benefit 30-day period shall not relieve the Warrantor of its liability with the Corporation setting forth his claim. The request must be addressed respect to such Claim except to the President extent that Purchaser’s failure to give notice within such period causes damages to the Warrantor. (b) If the Claim relates to a Claim or the commencement of an action or proceeding by a Third Party against any member of the Corporation at its Group and/or the Purchaser, then principal place of business. B. The Corporation the Warrantor shall reply to the Claimant’s claim have, upon request within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described aboveIndemnification Notice (but not in any event after the settlement or compromise of such claim), the Claimant may request in writing that right to defend, at their own expense and by their own counsel, any such matter involving the Secretary asserted liability of the Corporation review the determination relevant member of the Corporation. Such request must be addressed to Group and/or the Secretary Purchaser; provided, however, that if the relevant member of the CorporationGroup and/or the Purchaser determines that there is a reasonable probability that a Claim may materially and adversely affect it, it shall at its then principal place own discretion have the right to defend (with the participation of business. The Claimant the Warrantor, if the Warrantor so elects), compromise or his duly authorized representative maysettle such Claim or suit, but need not, review provided however the pertinent documents and submit issues and comments Warrantor has been timely involved in writing for consideration by the Corporation. settlement negotiations. (c) If the Claimant Claim does not request relate to a review Claim or the commencement of the Corporation’s determination an action or proceeding by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the ClaimantThird Party, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty Warrantor shall have thirty (6030) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days Business Days after receipt of the Indemnification Notice during which it shall have the right to object to the subject matter and the amount of the claim set forth in the Indemnification Notice by delivering written notice thereof to the Purchaser. If the Warrantor does not so object within such thirty-day period, it shall be conclusively deemed to have agreed that it is obligated to indemnify Purchaser for the matters set forth in the Indemnification Notice. If the Warrantor sends notice to the Purchaser objecting to the matters set forth in the Indemnification Notice, the Warrantor and the Purchaser shall use their best efforts to settle the Claim. If the Warrantor and the Purchaser are unable to settle the Claim, the matter shall be resolved in the manner set forth in Article 12 of this Agreement. (d) If the Purchaser makes any Claim or gives notice of any Claim the Purchaser shall, and shall procure that the Company shall, on a confidential basis solely for the purpose of enabling the Warrantor to assess the Claim or potential Claim (a) provide relevant documents to the Warrantor and (b) (if relevant to the claim) request the auditors (past and present) of the Company to make available their audit working papers in respect of audits of the Company’s accounts for reviewany relevant accounting period in connection with such Claim or potential Claim to the Warrantor. (e) All Claims will first be settled from the Escrowed Consideration.

Claim Procedure. A. If the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason Any Investor Entity seeking indemnification under this Section 12 shall, promptly upon becoming aware of the facts indicating that a claim for indemnification may be warranted, give a claim notice relating to such Loss (a "CLAIM NOTICE") to the Company, which Claim Notice shall specify the nature of the claim with reasonable specificity; PROVIDED, HOWEVER, that a failure or reasons for such denial;delay in giving a Claim Notice shall not affect the obligation of the Company to provide indemnification hereunder unless, and only to the extent that, the Company is materially prejudiced thereby. (ii) If an Investor Entity determines to seek indemnification under this Section 12 with respect to Losses resulting from the assertion of liability by a third party, the Company shall be entitled, if it so elects by written notice delivered to such Investor Entity within 10 days after receiving the applicable Claim Notice, to assume the defense thereof with counsel satisfactory to such Investor Entity. Notwithstanding the foregoing, such Investor Entity shall have the right to employ its own counsel to participate in its defense in any such case, but the fees and expenses of such counsel shall be at its own expense unless (A) the Company shall not have employed counsel satisfactory to the Investor Entity to represent the Investor Entity within a reasonable time after delivery of the notice referred to in the preceding sentence or (B) such Investor Entity shall reasonably determine that there is a conflict of interest between such Investor Entity and the Company with respect to such claim, in each of which case the fees and expenses of such counsel shall be borne by the Company. The specific reference Company shall not, without such Investor Entity's written consent, settle or compromise any of such claims, or consent to pertinent provisions entry of this Agreement on which any judgement in respect thereof, unless such denial is based;settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to such Investor Entity a release from all liability in respect of such claims. (iii) A description In the event that an Investor Entity asserts the existence of any additional material or information necessary for a claim with respect to Losses other than claims resulting from the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt assertion of liability by the Claimant of the written opinion described abovethird parties, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he prevailing party shall be barred entitled to reimbursement of costs and estopped from challenging the Corporation’s determinationexpenses incurred in connection with such claim, including, without limitation, attorney fees. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.