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, (ia) claims for If WAKO as an Indemnified Party determines in good faith that there is or has been a breach of Claim giving rise to an indemnification obligation under this Article VIII may be made by Section 9 of the Purchase Agreement, and such WAKO wishes to make a Party at any time prior claim against the Escrow Shares with respect to such possible Claim, then WAKO shall deliver 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, Sellers 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 of such Claim (a "Claim Notice") setting forth (i) a brief description of the circumstances supporting WAKO's belief that such possible Claim exists or has occurred, and (ii) a non-binding, 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 Claims and the corresponding number of Escrow Shares equivalent to such Claims (such aggregate amount being referred to as the "Claim Amount"). (b) If the Sellers shall object in good faith to any portion of any Claim Amount specified in any Claim Notice, the Sellers shall, within thirty (30) calendar days after the deemed delivery by both parties instructing WAKO to the Sellers of such Claim Notice, deliver to the Escrow Agent (with a copy to release WAKO) a certificate, executed by the Sellers (a "Certificate of Objections"): (i) specifying each such retained funds amount to which the Sellers object 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 a Claim Amount within thirty (30) calendar days after delivery to the Sellers of a Claim Notice specifying such Claim Amount, the Sellers shall be deemed to have acknowledged that the Claim Amount claimed on such Claim Notice is correct and final and the Escrow Agent shall, transfer to WAKO from the Escrow Shares (such transfer to be applied and deducted from the Escrow Shares pro rata in accordance with each Indemnity Seller's pro rata share of the Escrow Amount pursuant Shares that number of Escrow Shares having a value equal to the terms quotient of (i) the Escrow Agreement aggregate Losses set forth in the Claim Notice divided by (ii) the Fair Market Value of one share of WAKO Common Stock determined in accordance with resolution and pursuant to Section 9.5 of the matterPurchase Agreement (the “Escrow Share Value”). For purposes of establishing the expiration of the 30 day period set forth above, Escrow Agent shall conclusively presume that any Claim Notice delivered to it was simultaneously delivered to Sellers. (d) If a Certificate of Objections delivered by the Sellers in response to a Claim Notice contains instructions to the effect that 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 be transferred to WAKO, then (i) the Escrow Agent shall be authorized to release from the Escrow Account to WAKO that number of Escrow Shares having an Escrow Share Value equal to such specified portion of such Claim Amount, and (vii) 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 twenty thirty (2030) calendar days after delivery to the Sellers 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 5 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 either (i) the Escrow Agent receives a settlement agreement executed by each of WAKO and the Parent shall deliver Sellers (a “Settlement Agreement”) containing instructions regarding the release of such shares, or (ii) the Escrow Agent receives a copy of a court order containing instructions to the Escrow AgentAgent regarding the release of such Escrow Shares accompanied by an opinion of counsel to the presenting party to the effect that such court order is final and non-appealable and is dispositive for purposes of this Agreement, within three days following upon which opinion Escrow Agent shall conclusively rely. The Escrow Agent shall thereupon release such Escrow Shares from the delivery Escrow Account in accordance with the instructions set forth in such settlement agreement or court order. (f) Escrow Agent is not the stock transfer agent for the Escrow Shares. Accordingly, whenever a distribution of a number of shares of the ResponseEscrow Shares is to be made, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to release it the Claimed Amount (orappropriate stock certificates. For purposes of this Agreement, 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 shall be deemed to release the Agreed Amount (or, if lesser, the amount remaining in have delivered the Escrow Amount) Shares to the Parent), or (3) dispute that the Parent is Person entitled to receive any of it when the Claimed AmountEscrow Agent has delivered such certificates to such stock transfer agent with instructions to deliver it to the appropriate person.

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 Xxxxxx Xxxxxx, Xxx Xxxxxx or Xxxxxx Xxxxxx, 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, (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 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 (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 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 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, (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.