Common use of Claim Procedure Clause in Contracts

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives shall deliver to the Parent a Response in which the Stockholder Representatives shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes of clarificationSo long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) claims If, on the third day preceding any interest payment date for a breach the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of an obligation under this Article VIII may be made and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such deficiency. If, by a Party at any time prior said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the thirtieth Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (30th1) day after The Trustee shall provide the expiration Bond Insurer with a list of the statute Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of limitations applicable the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Tax matter Fiscal Agent by the Bondholders entitled to which receive full or partial principal payments from the claim relatesBond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (ii2) in order that the Bond Insurer will remit to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy them all or part of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant interest payments coming due subject to the terms of the Escrow Agreement Bond Insurance Policy, (3) that, except as provided in accordance with resolution of paragraph (ii) below, in the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives shall deliver to the Parent a Response in which the Stockholder Representatives shall: (1) agree event that the Parent any Bondholder is entitled to receive all full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Claimed Amount Bond Insurer, and (4) that, except as provided in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agentparagraph (ii) below, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree event that the Parent such Bondholder is entitled to receive partial payment of principal from the Agreed Amount Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in which case bankruptcy in accordance with the Stockholder Representatives final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Parent Trustee shall deliver furnish to the Escrow AgentBond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, within three and the dates on which such payments were made. (3iii) days following The Bond Insurer shall, to the delivery extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the Responserecipients of such payments in accordance with the terms of the Bond Insurance Policy and, a written notice executed to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Stockholder Representatives Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the Parent instructing the Escrow Agent case of subrogation as to release the Agreed Amount (or, if lesserclaims for past due principal, the amount remaining in Trustee shall note the Escrow Amount) Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Parent)Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, or (3) dispute the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Parent Bond Insurer is entitled to receive any of the Claimed Amounta subrogee with respect thereto.

Claim Procedure. For purposes of clarification, (i) claims If an Indemnified Person shall have any claim against Forte and/or the Forte Shareholders pursuant to this Agreement for a breach of an obligation which it seeks remedy under this Article VIII may be made by a Party at any time prior VII, it shall promptly give written notice thereof to the thirtieth (30th) day Holders' Agent and the Escrow Agent including in such notice a brief description of the facts upon which such claim is based and, to the extent known, the amount thereof; provided, that the failure to promptly give any such notice in accordance with -------- the terms specified in this Agreement shall not affect the Indemnified Person's right to obtain indemnity therefor to the extent that such failure does not materially prejudice Forte; and, provided, that, in each case, notice of such -------- claim shall have been given before the date provided in Section 7.1(a). If, after the expiration amount of the statute of limitations applicable claim is specified by the Indemnified Person, the Holders' Agent objects to any such claim, it may give written notice to the Tax matter Indemnified Person and the Escrow Agent within thirty (30) days of the later of receipt of the Indemnified Person's notice of claim or the specification by the Indemnified Person of the amount of the claim, advising the Indemnified Person of its objection. If no such notice is timely received from the Holders' Agent by the Indemnified Person, the Indemnified Person will be entitled to which payment from the Escrow Funds pursuant to Section 7.2, in the amount of the Loss arising out of the claim relatesspecified in its notice of claim. If the Holders' Agent advises the Indemnified Person within such thirty-day period that it objects to such claim, the Indemnified Person and the Holders' Agent shall promptly meet and use their best efforts to settle the dispute in writing. If the Indemnified Person and the Holders' Agent are unable to reach agreement within thirty days after the Holders' Agent objects to the claim, then the disputed portion of the claim shall be submitted to arbitration in accordance with Section 10.9. If the Arbitrator shall determine that the Indemnified Person is entitled to indemnification with respect to the dispute submitted, the Indemnified Person will be entitled to obtain payment from the Escrow Funds pursuant to Section 7, in the amount determined by the arbitrator. (ii) in order If a claim by a third party is made against an Indemnified Person for which the Indemnified Person is entitled to seek indemnification under this Article VIIIVII, the Parent Indemnified Person shall deliver a Claim Notice promptly notify the Holders' Agent in writing of such claim. Such notice shall set forth such information with respect to such claim as is then available to the Stockholder RepresentativesIndemnified Person, and if including the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent liability asserted in the form prescribed claim or the Indemnified Person's good faith estimate thereof. In the event the liability asserted in such claim, or reasonably estimated by an Indemnified Person with respect thereto, shall not exceed the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds then existing balance of the Escrow Amount pursuant to Funds, then the terms Holders' Agent shall have the lesser of the Escrow Agreement in accordance with resolution of the matter, and (vx) within twenty (20) days after delivery the receipt of a Claim Notice, the Stockholder Representatives shall deliver to the Parent a Response in which the Stockholder Representatives shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent)such notice, or (3y) dispute the period ending five (5) days before a responsive pleading is required, to undertake to conduct and control, through counsel of its own choosing, and at its sole risk and expense, the good faith settlement and/or defense of such claim, and the Indemnified Person shall cooperate fully with the Holders' Agent in connection therewith; provided: (a) the Indemnified Person shall be entitled -------- to participate in such settlement or defense through counsel of its own choosing, provided that the Parent is entitled fees and expense of such counsel shall be fully borne by the Indemnified Person, and (b) the Holders' Agent shall have, within such aforementioned period, notified the Indemnified Person in writing of its election to receive any undertake the settlement or defense and confirmed in writing the obligation of Forte to indemnify the Indemnitee for the liability asserted in such claim. The Holders' Agent shall obtain the written consent of the Claimed AmountIndemnified Person, which consent shall not be unreasonably withheld, before the Holder's Agent ceases to defend, settle or otherwise dispose of such claim if, as a result thereof, the Indemnified Person would become subject to injunctive or other equitable relief or the business of the Indemnified Person would be materially adversely affected in any manner. So long as the Holders' Agent is reasonably contesting any such claim in good faith, the Indemnified Person shall fully cooperate with the Holders' Agent in the defense or settlement of such claim as is reasonably required by the Holders' Agent, and the Indemnified Person shall not pay or settle such claim without the consent of the Holders' Agent; provided, however, that -------- ------- notwithstanding the foregoing, the Indemnified Person shall have the right to pay or settle any such claim at any time without the consent of the Holders' Agent if, and only if, in such event, the Indemnified Person shall have waived in writing any right to indemnification therefor. If the Holders' Agent does not give the Indemnified Person the timely written notice of the undertaking referred to in clause (b) of this subsection (ii) the Indemnified Person shall thereafter have the right to contest, defend, settle or compromise the claim at its exclusive discretion, and may recover its Losses as otherwise provided in this Article VII. (iii) For purposes of this Article VII, any Loss shall be computed net of any insurance proceeds with respect thereto which reduced the Loss that would otherwise be sustained; provided, however, that in all cases, -------- ------- the timing of the receipt or realization of insurance proceeds shall be taken into account in determining the amount of reduction of the Loss. In any case where an indemnifiable claim is made and the Surviving Corporation (i) receives a tax benefit (such as a deduction or credit) in the tax year or years following the Effective Time of the Merger as a result of the adjustment or adjustments giving rise to the tax claim, and/or (ii) an Indemnified Person receives tax benefits applicable to the period prior to the Effective Time of the Merger which either arise from the adjustment or adjustments giving rise to such claim, or which were not carried on Forte's books as an asset on the Effective Time of the Merger, then the amount of any such claim shall be reduced by the amount of such tax benefits; provided, however, that, in all cases, the timing of the -------- ------- ---- receipt or realization arising from the tax adjustment or adjustments and the tax benefits received shall be taken into account in determining the amount of reduction of the Loss.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII VIIIA may be made by a Party Buyer Indemnitee at any time prior to on or before the thirtieth (30th) day after the expiration second anniversary of the statute of limitations applicable to the Tax matter to which the claim relatesClosing Date, (ii) in order to seek indemnification under this Article VIIIVIIIA, the Parent a Buyer Indemnitee shall deliver a Claim Notice to the Stockholder Representatives, Cornerstone and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) if funds have been retained in Escrow after the Termination Date (as defined in the Escrow Agreement) with respect to such Claim Notice, upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes resolution of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives Cornerstone shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release disburse such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with the resolution of the matter, and (viv) within twenty (20) 20 days after delivery of a Claim Notice, the Stockholder Representatives Cornerstone shall deliver to the Parent a Response in which the Stockholder Representatives Cornerstone shall: (1) agree that the Parent Buyer Indemnitee is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives Cornerstone and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives Cornerstone and the Parent instructing the Escrow Agent to release disburse the Claimed Amount (or, if lesser, the amount remaining in the Escrow AmountFund) to the Parent); Buyer Indemnitee, (2) agree that the Parent Buyer Indemnitee is entitled to receive the Agreed Amount (in which case the Stockholder Representatives Cornerstone and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives Cornerstone and the Parent instructing the Escrow Agent to release disburse the Agreed Amount (or, if lesser, the amount remaining in the Escrow AmountFund) to the Parent)Buyer Indemnitee, or (3) dispute that the Parent Buyer Indemnitee is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes (a) In the event that the Escrow Agent receives a Notice of clarificationClaim from Parent, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after Escrow Agent shall notify the expiration Shareholders of the statute receipt of limitations applicable to the Tax matter to which the claim relates, such Notice of Claim within five (ii5) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver business days by sending a copy of the Claim Notice of Claim, marked to show the date of receipt by the Escrow Agent, to the Shareholders with a copy of such transmittal to Parent. If the Shareholders wish to dispute the claim against the Escrow Fund contained in the Notice of Claim, they shall send a notice to the Escrow Agent with a copy of such transmittal to Parent that it disputes the claim against the Escrow Fund in the form prescribed specified in Section 13(d) of this Agreement (a "Notice of Dispute"). Such Notice of Dispute must be received by the Escrow AgreementAgent within fifteen (15) business days after the receipt by the Escrow Agent of the Notice of Claim (the "Notice Period"). (b) If the Escrow Agent receives a Notice of Dispute from the Shareholders, (iii) upon within the Notice Period the Escrow Agent shall not release any portion of the Escrow Fund subject to such Notice of Claim and Notice of Dispute until the Escrow Agent receives a Notice of Settlement or a Court Order directing the Escrow Agent to cause the delivery of any Claim all or a specified portion of the Escrow Fund to the appropriate party or parties. Upon receipt of such Notice hereunderof Settlement or Court Order, the applicable representation Escrow Agent shall deliver the stock certificate to Parent's transfer agent and instruct the agent to issue new stock certificates in accordance with the directions contained in the Notice of Settlement or warranty shall survive until, but only Court Order and the provisions of this Agreement and to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver issue to the Escrow Agent a written notice executed by both parties instructing new certificate for the Escrow Agent to release such retained funds balance of the Escrow Amount Shares remaining in the Escrow Fund. The Escrow Agent shall distribute any shares issued to any party hereof pursuant to the terms of this Section 6(b) within fifteen (15) business days following receipt of the Notice of Settlement or Court Order. (c) If the Escrow Agreement Agent does not receive a Notice of Dispute within the Notice Period, Escrow Agent shall, within fifteen (15) business days following the expiration of the Notice Period, distribute the number of Escrow Shares specified in the Notice of Claim in accordance with resolution the directions contained therein and the provisions of this Agreement. (d) Notwithstanding the matter, and (v) within twenty (20) days after delivery receipt of a Claim Noticeone or more Notices of Dispute, the Stockholder Representatives Escrow Agent shall deliver release the appropriate number of Escrow Shares specified in a Notice of Claim for which no Notice of Dispute has been timely received regardless of whether such release would cause the remaining number of Escrow Shares to be less than the Parent a Response in number of Escrow Shares subject to other Notices of Claim or Notices of Dispute which the Stockholder Representatives shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to have been timely received by the Escrow Agent, within three days following . (e) At the delivery discretion of the ResponseShareholders, the Shareholders may elect to substitute cash for any Escrow Shares subject to a Claim. Upon written notice executed of such election, signed by the Stockholder Representatives Parent and the Parent instructing Shareholders and indicating the number of Escrow shares to be released and receipt of the cash substitution, the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in shall deliver the Escrow Amount) Shares so substituted to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed AmountShareholders.

Claim Procedure. For purposes (a) If any Indemnified Party determines in good faith that there is or has been a Damage Event giving rise to an indemnification obligation under Section 7.5 of clarificationthe Merger Agreement, and such Indemnified Party wishes to make a claim against the Indemnity Escrow Shares with respect to such possible Damage Event, then such Indemnified Party shall deliver to the Shareholder Agent (with a copy to the Escrow Agent) a written notice of such possible Damage Event (a "Claim Notice") setting forth (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration brief description of the statute of limitations applicable to the Tax matter to which the claim relatescircumstances supporting such Indemnified Party's belief that such possible Damage Event exists or has occurred, and (ii) in order to seek indemnification under this Article VIIIa non-binding, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy preliminary estimate of the aggregate dollar amount of all Losses that have arisen and may arise as a direct or indirect result of such possible Damage Event (such aggregate amount being referred to as the "Claim Notice Amount"). (b) If the Shareholder Agent shall object in good faith to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery any portion of any Claim Notice hereunderAmount specified in any Claim Notice, the applicable representation or warranty shall survive untilShareholder Agent shall, but only within thirty (30) calendar days after the deemed delivery by the Indemnified Party to the extent ofShareholder Agent of such Claim Notice in accordance with Section 13.4, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent (with a written notice copy to the Indemnified Party) a certificate, executed by both parties instructing the Shareholder Agent (a "Certificate of Objections"): (i) specifying each such amount to which the Shareholder Agent objects in good faith; and (ii) specifying in reasonable detail the nature and basis for each such good faith objection. (c) If the Escrow Agent shall not have received a Certificate of Objections objecting to release a Claim Amount within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice specifying such retained funds of Claim Amount, the Shareholders and the Shareholder Agent shall be deemed to have acknowledged that the Claim Amount claimed on such Claim Notice is correct and final and the Escrow Amount pursuant Agent shall, transfer to such Indemnified Party from the terms of Indemnity Escrow Shares (such transfer to be applied and deducted from the Indemnity Escrow Agreement Shares pro rata in accordance with resolution each Indemnity Shareholder's pro rata share of the matterIndemnity Escrow Shares) that number of Indemnity Escrow Shares having a value equal to the quotient of (i) the aggregate Losses suffered or incurred by such Indemnified Party, divided by (ii) the greater of (1) the Pubco PIPE Share Price, and (v2) within the average closing bid price (or last sale price) of the Pubco Common Stock for the twenty (20) trading days prior to the date such Losses were incurred (the “Escrow Share Value”). (d) If a Certificate of Objections delivered by the Shareholder Agent in response to a Claim Notice contains instructions to the effect that Indemnity Escrow Shares having an Escrow Share Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to transferred to an Indemnified Party, then (i) the Escrow Agent shall be authorized to transfer to such Indemnified Party that number of Indemnity Escrow Shares having an Escrow Share Value equal to such specified portion of such Claim Amount, and (ii) the procedures set forth in Section 5.2(e) below shall be followed with respect to the remaining portion of such Claim Amount. (e) If the Escrow Agent shall have received a Certificate of Objections within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice, the Stockholder Representatives shall deliver to the Parent disputing all or a Response in which the Stockholder Representatives shall: (1) agree that the Parent is entitled to receive all portion of the Claimed Claim Amount set forth in such Claim Notice (such Claim Amount or the disputed portion thereof being referred to as the "Disputed Amount"), then, notwithstanding anything contained in Section 6 hereof, the Escrow Agent shall continue to hold in the Escrow Account (in which case addition to any other Escrow Shares permitted to be retained in the Stockholder Representatives Escrow, whether in connection with any other dispute or otherwise), Escrow Shares having an Escrow Share Value equal to 100% of the Disputed Amount. Such Escrow Shares shall continue to be held in the Escrow Account until such time as (i) the applicable Indemnified Party and the Parent shall deliver Shareholder Agent execute a settlement agreement containing instructions regarding the release of such shares, and a copy of such settlement agreement is provided to Escrow Agent, or (ii) the Escrow Agent receives a copy of a final, non-appealable court order of a court of competent jurisdiction containing instructions to the Escrow AgentAgent regarding the release of such Escrow Shares. The Escrow Agent shall thereupon release such Escrow Shares from the Escrow Account in accordance with the instructions set forth in such settlement agreement or court order. (f) Notwithstanding anything to the contrary set forth in this Section 5, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent shall not release to release the Claimed Amount (oran Indemnified Party, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is and no Indemnified Party shall be entitled to receive the Agreed Amount (receive, any Escrow Shares in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery respect of indemnification obligations under Section 7.5 of the Response, a written notice executed Merger Agreement unless and until the aggregate Losses incurred by all Indemnified Parties resulting from one or more Damage Events exceeds the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any Damage Threshold of the Claimed Amount$100,000.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, Shareholder Representative and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, and (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives Shareholder Representative shall deliver to the Parent a Response in which the Stockholder Representatives Shareholder Representative shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives Shareholder Representative and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives Shareholder Representative and the Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Claimed Amount (valuing the Escrowed Shares for such purpose in the manner set forth in the Escrow Agreement) or, if lesserless, the amount number of Escrowed Shares remaining in the Escrow Amount) to the Parent)Fund; (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives Shareholder Representative and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives Shareholder Representative and the Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Agreed Amount (valuing the Escrowed Shares for such purpose in the manner set forth in the Escrow Agreement) or, if lesserless, the amount number of Escrowed Shares remaining in the Escrow Amount) to the Parent), Fund; or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes The Purchaser may give written notice of clarificationan indemnification claim under this Article 9, whether for its own Losses or for Losses incurred by any other Purchaser Indemnified Party (each such claim, an "Indemnification Claim"), and Purchaser will give written notice of such Indemnification Claim executed by an officer of the Purchaser (a "Claim Notice") to the Stockholder Representative (with a copy to the Escrow Agent if such Indemnification Claim involves recovery against the Escrow Fund) containing (i) claims a description and, if known, the maximum potential amount of Losses for a breach of an obligation under this Article VIII which the Purchaser or any Purchaser Indemnified Party may be made by a Party at liable, including the amount of any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relatesLosses that may already have been incurred, paid, reserved or accrued (ii) in order to seek indemnification under this Article VIII, a reasonable summary explanation of the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of basis for the Claim Notice to the Escrow Agent in extent of the form prescribed facts then known by the Escrow Agreement, Purchaser Indemnified Party and (iii) upon delivery a demand for payment of any Claim Notice hereunder, the applicable representation those Losses or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, potential Losses. Within thirty (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (2030) days after delivery of a Claim Notice, the Stockholder Representatives shall Representative will deliver to the Parent Purchaser Indemnified Party (with a Response copy to the Escrow Agent) a written response in which the Stockholder Representatives shallRepresentative will either: (1) agree that the Parent Purchaser Indemnified Party is entitled to receive all of the Claimed Amount Losses at issue in the Claim Notice; or dispute the Purchaser Indemnified Party's entitlement to indemnification (including, if applicable, a dispute as to the determination of the amount of any Reserved Escrow Fund Funds, if applicable) by delivering to the Purchaser Indemnified Party a written notice (an "Objection Notice") setting forth in which case reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Stockholder Representatives Representative fails to take either of the foregoing actions within thirty (30) days after delivery of the Claim Notice, then the Stockholder Representative will be deemed to have irrevocably accepted the Claim Notice and the Parent shall deliver Stockholder Representative will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Stockholder Representative delivers an Objection Notice to the Purchaser Indemnified Party (with a copy to the Escrow Agent, ) with respect to all or any portion of a Claim Notice (a "Contested Claim") within three thirty (30) days following the after delivery of the ResponseClaim Notice, then the dispute shall be resolved by a written notice settlement agreement executed by the Stockholder Representatives Purchaser and the Parent instructing the Escrow Agent to release the Claimed Amount Stockholder Representative (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in a copy of which case the Stockholder Representatives and the Parent shall deliver be furnished to the Escrow Agent, ) or in the absence of such a written settlement agreement being reached within three sixty (360) days following after receipt by the delivery Purchaser Indemnified Party of the ResponseObjection Notice, by any legally available means consistent with the provisions of Section 11.11 or, at either the Purchaser's or the Stockholder Representative's option and discretion, by binding arbitration pursuant to Section 9.2(e). Notwithstanding anything herein to the contrary, the parties agree that, at either the Purchaser's or the Stockholder Representative's option and discretion, any Contested Claim will be submitted to mandatory, final and binding arbitration before J.A.M.S./ENDISPUTE or its successor ("J.A.M.S."), governed by the United States Arbitration Act, 9 U.S.C., Section 1 et seq. and that any such arbitration will be conducted in Santa ▇▇▇▇▇ County, California. Either the Purchaser or the Stockholder Representative may commence the arbitration process called for by this Agreement by filing a written notice executed demand for arbitration with J.A.M.S. and giving a copy of such demand to each of the other parties to this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration, subject to the provisions of this Section 9.2(e). The arbitration of such Contested Claim shall be conducted by a single arbitrator mutually agreed on by the Stockholder Representatives Purchaser and the Parent instructing Stockholder Representative and selected from J.A.M.S.'s panel of neutrals. The parties will cooperate with J.A.M.S. and with each other in promptly selecting the arbitrator (or arbitrators, as applicable) from J.A.M.S.'s panel of neutrals, and in scheduling the arbitration proceedings in order to fulfill the provisions, purposes and intent of this Agreement. The parties covenant that they will participate in the arbitration in good faith, and that the parties to the arbitration will bear the expense of deposits and advances required by the arbitrator in equal proportions. The provisions of this Section 9.2(e) may be enforced by any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. If for any reason J.A.M.S. or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a final written arbitration award setting forth the basis and reasons for any decision reached (the "Final Award") and will promptly deliver such documents to Escrow Agent Agent, the Stockholder Representative and the Purchaser, together with a copy of the Final Award signed by the arbitrator. The foregoing indemnification payments will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual settlement agreement of the parties, (ii) the amount of such payments are determined pursuant to release Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Agreed Amount (orSeries G Holders' obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 or by binding arbitration in accordance with Section 9.2(e), if lesser, in either case an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the amount remaining in the Escrow Amount) to the Parent"Settlement Date"), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes of clarification(a) If Electrum seeks remedies under this Article 10, it will give written notice (a “Claim Notice”) to Grove containing (i) claims for a breach description and, if known, the estimated amount of an obligation under this Article VIII may any Losses incurred or reasonably expected to be made by incurred as a Party at any time prior to the thirtieth (30th) day after the expiration result of the statute of limitations applicable to the Tax matter to which the claim relatesinaccuracy or breach, (ii) in order to seek indemnification under this Article VIII, a reasonable explanation of the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of basis for the Claim Notice to the Escrow Agent in extent of the form prescribed facts then known by the Escrow Agreement, Electrum and (iii) upon delivery a demand for the release of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes shares of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly deliver to Common Stock from the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and Account. (vb) within twenty (20) Within 30 days after delivery of a Claim Notice, the Stockholder Representatives shall Grove will deliver to the Parent Electrum a Response written response in which the Stockholder Representatives shall: Grove will either: (1i) agree Agree that the Parent Electrum is entitled to receive all of the Claimed Amount Losses at issue in the Claim Notice; or (ii) Dispute Electrum’s entitlement to receive all or any part of the Losses by delivering to Electrum a written notice (an “Objection Notice”) setting forth in which case reasonable detail each disputed item, the Stockholder Representatives basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Parent shall deliver Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If Grove delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute will be resolved by binding arbitration before three arbitrators in Dallas, Texas pursuant to the rules of the American Arbitration Association. (e) Any Claim Notice and any Objection Notice will be contemporaneously delivered to the Escrow Agent, within three days following . (f) Any Losses paid under Sections under this Article will be paid exclusively by release of shares of Common Stock from the delivery Escrow Account established in accordance with the provisions of the Response, a written notice executed by Escrow Agreement in an amount equal to the Stockholder Representatives and amount of the Parent instructing Losses. Shares of Common Stock released from the Escrow Agent Account will be considered surrendered by Grove to release Electrum for cancellation. The value of each share of Common Stock released from the Claimed Amount Escrow Account and surrendered to Electrum will be equal to the average closing price for a share of Common Stock for the 20 Trading Days preceding the date of the Claim Notice on the Principal Exchange (orthe “Market Value”). (g) The Escrow Agreement will provide that one-half of the Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2006, if lesserthere is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. The Escrow Agreement will provide that the remaining one-half of the Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. If a Claim Notice remains outstanding 30 days after receipt of the amount remaining independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, then a number of Escrow Shares shall be retained in the Escrow Amount) Account with a Market Value equal to the Parent); (2) agree that the Parent good faith amount of such claim as determined by Electrum until such claim is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver resolved pursuant to the Escrow Agent, within three (3) days following the delivery provisions of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amountthis Section 9.2.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Member Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, and (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Member Representatives shall deliver to the Parent a Response in which the Stockholder Member Representatives shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Member Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Member Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow AmountAccount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Member Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Member Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow AmountAccount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representativesand, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent escrow agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) if funds have been retained in Escrow after the Termination Date (as defined in the Escrow Agreement) with respect to such Claim Notice, the Parent and the Stockholder Representatives Representative shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release disburse such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with the resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives Representative shall deliver to the Parent a Response in which the Stockholder Representatives Representative shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives Response shall be accompanied by a payment by the Company Stockholders to the Parent of the Claimed Amount, by check or by wire transfer; provided that if Escrow Shares have not been fully disbursed and the Parent shall deliver is seeking to enforce such claim pursuant to the Escrow AgentAgreement, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives Representative and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives Representative and the Parent instructing the Escrow Agent to release disburse the Claimed Amount (or, if lesser, the remaining Escrow Shares) to the Parent), (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Company Stockholders to the Parent of the Agreed Amount, by check or by wire transfer; provided that if the Escrow Shares have not been fully disbursed and the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Stockholder Representative and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representative and the Parent instructing the Escrow Agent to disburse the Agreed Amount (or, if lesser, the amount remaining in the Escrow AmountShares) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount. In the event the Parent seeks to enforce a claim pursuant to the Escrow Agreement and the Escrow Shares are insufficient to pay the full amount of the amount required to be paid under this Article VIII, the payment from the Escrow Shares shall be supplemented by a payment by the Company Stockholders to the Parent of the remaining balance of such amount by check or wire transfer.

Claim Procedure. For purposes (i) In order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 9, Parent will deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of clarificationthe fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 9. Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice will specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice will not relieve the Indemnifying Securityholders of their indemnification obligations, except and only to the extent that the Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) After delivery of an Indemnification Claim Notice to the Securityholder Representative, (i) claims for Parent will, upon written request from the Securityholder Representative, supply and make available to the Securityholder Representative and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Securityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent will use its commercially reasonable efforts to provide such information in such format to the Securityholder Representative, or on an outside-counsel-only basis or in such other manner, that would not result in the loss of such attorney-client privilege) and (ii) Parent will, and will cause its Representatives, to (A) be reasonably available to the Indemnifying Securityholder and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (B) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (C) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) (provided, however, Parent’s accountants will not be obligated to make any working papers available to the Securityholder Representative or its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a breach customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation will include the retention and (upon the Securityholder Representative’s request) the provision to the Securityholder Representative or its Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within 30 days after receipt of an obligation under Indemnification Claim Notice, deliver to Parent a written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of such claim, (I) that the Indemnified Person is entitled to receive an amount (the “Agreed Amount”) of cash that is less than the amount of all Losses set forth in such Indemnification Claim Notice or (II) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount will be without prejudice to the Indemnified Person’s right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (iv) Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein will be deemed to be finally resolved for purposes of this Article VIII may be made 9: upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a Party at any time written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such amounts or matters in dispute, or portions thereof and (C) 30 days after delivery of such Indemnification Claim Notice if the Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the thirtieth expiry of such 30 day period (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relatesclauses (A), (iiB) in order and (C), together, a “Final Resolution”). (v) If any amount is payable to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow AgreementFinal Resolution, (iiii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of such payment will be made from the resolution ofEscrow Fund, the specific matter covered by such notice, (iv) the Securityholder Representative and Parent and Stockholder Representatives shall will promptly deliver to the Escrow Agent a written notice executed by both parties instructing jointly instruct the Escrow Agent to release such retained funds of to Parent from the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matterFund such amount, and (vii) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives shall deliver to the Parent a Response in which the Stockholder Representatives shall: (1) agree extent that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the Escrow Amount) Fund is insufficient to cover such amount each Indemnifying Securityholder will, subject to the Parent); (2) agree that limitations contained in Section 9.3, within ten Business Days following the Parent is entitled to receive date of the determination of the Agreed Amount Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery as of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, date of such determination) of the amount remaining in the Escrow Amount) of such shortfall to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.

Claim Procedure. For purposes of clarification, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order to seek indemnification under this Article VIII, the Parent shall deliver a Claim Notice to the Stockholder Representatives, Shareholder Representative and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, and (iv) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives Shareholder Representative shall deliver to the Parent a Response in which the Stockholder Representatives Shareholder Representative shall: (1) agree that the Parent is entitled to receive all of the Claimed Amount (in which case the Stockholder Representatives Shareholder Representative and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives Shareholder Representative and the Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Claimed Amount (valuing the Escrowed Shares for such purpose in the manner set forth in the Escrow Agreement) or, if lesserless, the amount number of Escrowed Shares remaining in the Escrow Amount) to the Parent)Fund; (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives Shareholder Representative and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives Shareholder Representative and the Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Agreed Amount (or, if lesser, valuing the amount remaining Escrowed Shares for such purpose in the Escrow Amount) to manner set forth in the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.-48-

Claim Procedure. For purposes (a) If any claim for compensation is wholly or partially denied, the Committee shall, within 90 days after receipt of clarificationa written claim, notify the Award Recipient of such denial (unless the Administrator determines that special circumstances require an extension of time for processing the claim). Such notice of denial shall be in writing and shall contain (1) the specific reason or reasons for denial of the claim, (2) reference to the specific provisions of this Agreement and/or the Omnibus Stock Plan upon which the denial is based, (3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and (4) an explanation of the claim review procedure, as specified under the provisions of this Section 10. (b) In the event that a claim for compensation by the Award Recipient is denied, the Award Recipient may (1) file with the Committee a written request that the Committee conduct a full and fair review of the denial of the claim for compensation, and (2) review any documents pertinent to such request. Such request shall be delivered to the Committee within 60 days after the receipt by the Award Recipient of the written notice of denial of the claim. Such review shall (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior provide the Award Recipient with the opportunity to submit written comments, documents, records and other information relating to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relatesfor compensation, (ii) in order to seek indemnification under this Article VIIIprovide the Award Recipient, the Parent shall deliver a Claim Notice upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Stockholder Representativesclaim for compensation, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of the Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any Claim Notice hereundertake into account all comments, documents, records or other information submitted by the applicable representation or warranty shall survive until, but only Award Recipient relating to the extent ofclaim for compensation, and for purposes without regard to whether such information was submitted or considered in the initial determination of the resolution of, the specific matter covered by such notice, compensation. (ivc) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) days after delivery of a Claim Notice, the Stockholder Representatives The Committee shall deliver to the Parent Award Recipient a Response in which written decision on any claim filed hereunder within 60 days after the Stockholder Representatives shall: receipt of the aforesaid request for review (unless the Committee determines that special circumstances require an extension of time for processing the claim). Such decision shall (1) agree include specific reasons for the decision, (2) contain specific references to the pertinent provisions of this Agreement and/or the Omnibus Stock Plan upon which the decision is based, (3) contain a statement that the Parent Award Recipient is entitled to receive receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Award Recipient’s claim for compensation, and (4) contain a statement describing the rights of the Claimed Amount Award Recipient to bring suit under the Employee Retirement Income Security Act of 1974, as amended. (in which case d) Notwithstanding the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesserforegoing, the amount remaining Board may determine to act in the Escrow Amount) to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Claimed AmountCommittee’s place under this Section 10.

Claim Procedure. For purposes of clarification, (ia) claims for a breach of an obligation under Any party to this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, (ii) in order Agreement who desires to seek indemnification under this Article VIII8 (an "INDEMNIFIED PARTY") shall give written notice (a "CLAIM NOTICE") explaining in reasonable detail the nature of the Loss, the Parent amount of the Loss (the "CLAIM AMOUNT"), if known, and the parties known to be involved, if applicable, to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor"); PROVIDED that each Seller shall deliver a be deemed to have received any Claim Notice delivered to the Stockholder RepresentativesSellers' Representative. If ADAC wishes to withhold from any payment of any Contingent Merger Amount or Contingent Payment Amount the aggregate amount of any Claim Amounts (the "AGGREGATE POTENTIAL CLAIM AMOUNT"), and if the Parent is seeking to enforce such claim then ADAC may, pursuant to Section 9.7, so notify the Escrow Agreement, the Parent shall deliver a copy of Sellers' Representative in the Claim Notice or otherwise and withhold from the Contingent Merger Amount or Contingent Payment Amount, as applicable, an amount not to exceed the Aggregate Potential Claim Amount (the "WITHHELD AMOUNT"), subject to the Escrow Agent in the form prescribed by limitation on Sellers' liability under this Article 8. If ADAC wishes to make a claim against the Escrow AgreementAmount with respect to any matter set forth in Section 8.1(a) above, (iii) upon delivery of any Claim Notice hereunder, the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall promptly then ADAC may deliver to the Escrow Agent a written notice executed Claim Notice signed by both parties instructing the Escrow Agent to release such retained funds one or more of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and its officers. (vb) within twenty Within thirty (2030) days after delivery of a Claim NoticeNotice (the "RESPONSE PERIOD"), the Stockholder Representatives each Indemnitor shall deliver to the Parent Indemnified Party a Response written notice (a "RESPONSE NOTICE") as to the extent to which such Indemnitor disputes the claim described in which the Stockholder Representatives shall: (1) agree that Claim Notice. Notwithstanding the Parent foregoing, in the event a Claim Notice is entitled delivered or deemed delivered to receive all of a Seller, the Claimed Amount (in which case the Stockholder Representatives and the Parent Sellers' Representative shall deliver to ADAC and, at ADAC's instruction, to the Escrow Agent, Agent within three days following the delivery Response Period a Response Notice containing: (i) instructions to the effect that all or part of the ResponseEscrow Amount and/or the Withheld Amount (collectively, a written notice executed by the Stockholder Representatives and "RETAINED AMOUNT") in an amount equal to the Parent instructing Claim Amount set forth in such Claim Notice has been or should be released to ADAC and, if sent to the Escrow Agent at ADAC's instruction, directing the Escrow Agent to release to ADAC in accordance with ADAC's instructions all or part of the Claimed Escrow Amount in an amount not to exceed the Claim Amount set forth in such Claim Notice (or, if the Escrow Amount is less than such released amount, then an amount equal to the Escrow Amount); or (ii) instructions to the effect that all or part of the Retained Amount in an amount equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice has been or should be released to ADAC and, if sent to the Escrow Agent at ADAC's instruction, directing the Escrow Agent to release to ADAC all or part of the Escrow Amount in accordance with ADAC's instructions in an amount not to exceed such specified portion of the Claim Amount (or, if lesserthe Escrow Amount is less than such specified portion of the Claim Amount released by the Sellers' Representative, the then an amount remaining in equal to the Escrow Amount), together with a statement that the remaining portion of such Claim Amount is being disputed; or (iii) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the entire Claim Amount described in the related Claim Notice. If an Indemnitor does not dispute all or part of a Claim Amount described in a Claim Notice, whether by failing to give a timely Response Notice in accordance with the terms hereof or otherwise, then the amount of the Claim Amount not in dispute (the "UNDISPUTED CLAIM AMOUNT") shall be conclusively deemed to be an obligation of such Indemnitor and, if the Indemnitor is a Seller, then the Seller shall be deemed to have given instructions to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives Sellers' Representative, ADAC and the Parent shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent that all or part of the Retained Amount in an amount equal to release the Agreed Undisputed Claim Amount has been or should be released to ADAC. The parties acknowledge and agree that no portion of the Retained Amount shall be released with respect to a Disputed Amount (oras defined in paragraph (c) below) unless and until such dispute has been resolved in accordance with paragraph (c) below. Notwithstanding anything to the contrary contained in this Article 8 and without limitation, if lesserADAC may, the amount remaining in its sole discretion, exercise its rights under this Article 8 by proceeding directly against an Indemnitor, exercising its right of set-off against any Contingent Merger Amount or Contingent Payment Amount or seeking recovery from the Escrow Amount) , in each case pursuant to the Parentterms of this Agreement. In addition, the parties agree that any payment received or to be received by a party with respect to a claim under this Article 8 shall be reduced by any insurance proceeds previously received by such party with respect to such claim. (c) If a Response Notice delivered by the Indemnitor in response to a Claim Notice contains a statement that all or a portion of the Claim Amount set forth in such Claim Notice is being disputed (such disputed Claim Amount or the disputed portion thereof being referred to as the "DISPUTED AMOUNT" ), the parties shall promptly and reasonably attempt in good faith to resolve any dispute arising out of or relating to the matter to which the Disputed Amount relates by negotiations between ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇, or if none of those individuals are available, the Chief Executive Officer of ADAC, on the one hand, and the Sellers' Representative, on the other hand. If the parties to such negotiation are unable to resolve such dispute within thirty (330) days after delivery of such Response Notice, the dispute that the Parent is entitled shall be submitted to receive any of the Claimed Amountarbitration in accordance with Section 9.15.

Claim Procedure. For purposes of clarification, (ia) claims for a breach of an obligation A Purchaser Indemnified Party that seeks indemnity under this Article VIII may be made by will give written notice (a Party at any time prior “Claim Notice”) to the thirtieth Shareholder Representative containing (30thi) day after a description and, if known, the expiration estimated amount of the statute of limitations applicable any Losses incurred or reasonably expected to the Tax matter to which the claim relatesbe incurred by such Purchaser Indemnified Party, (ii) in order to seek indemnification under this Article VIII, a reasonable explanation of the Parent shall deliver a Claim Notice to the Stockholder Representatives, and if the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Parent shall deliver a copy of basis for the Claim Notice to the Escrow Agent in extent of the form prescribed facts then known by the Escrow Agreement, such Purchaser Indemnified Party and (iii) upon delivery a demand for payment of any those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice hereunderconcern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the applicable representation or warranty shall survive until, but only to the extent of, and for purposes of the resolution of, the specific matter covered by such notice, Purchaser Indemnified Party determines after a reasonably inquiry. (ivb) the Parent and Stockholder Representatives shall promptly deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent to release such retained funds of the Escrow Amount pursuant to the terms of the Escrow Agreement in accordance with resolution of the matter, and (v) within twenty (20) Within 60 days after delivery of a Claim Notice, the Stockholder Representatives shall Shareholder Representative will deliver to the Parent Purchaser Indemnified Party a Response written response in which the Stockholder Representatives shall: Shareholder Representative will either: (1i) agree that the Parent Purchaser Indemnified Party is entitled to receive all of the Claimed Amount Losses at issue in the Claim Notice; or (in which case ii) dispute the Stockholder Representatives and the Parent shall deliver Purchaser Indemnified Party’s entitlement to indemnification by delivering to the Escrow AgentPurchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Shareholder Representative fails to take either of the foregoing actions within three 60 days following the after delivery of the ResponseClaim Notice, a written notice executed by then the Stockholder Representatives Shareholders will be deemed to have irrevocably accepted the Claim Notice and the Parent instructing Shareholders will be deemed to have irrevocably agreed to pay the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining Losses at issue in the Escrow AmountClaim Notice. (d) If the Shareholder Representative delivers an Objection Notice to the Parent); (2) agree that the Parent is entitled to receive the Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, Purchaser Indemnified Party within three (3) 60 days following the after delivery of the ResponseClaim Notice, a written notice executed then the dispute will be resolved in accordance with the provisions of Section 11.8. (e) The foregoing indemnification payments will be made within five Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the Stockholder Representatives parties, (ii) the amount of such payments are determined pursuant to Section 8.5(c) if an Objection Notice has not been timely delivered in accordance with Section 8.5(b) or (iii) both such amount and the Parent instructing Shareholders’ obligation to pay such amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the Escrow Agent to release the Agreed Amount (or, if lesser, the amount remaining in the Escrow Amount) to the Parent“Settlement Date”), or (3) dispute that the Parent is entitled to receive any of the Claimed Amount.