Common use of Claim Procedures Clause in Contracts

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required to provide indemnification protection under this Article XI (each, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each7.4.1 Other than for a Tax Proceeding, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to Indemnified Person shall promptly give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a the “Claim Notice”) thereof to the Indemnitor after (a) becoming aware of a Loss for which the Indemnified Person allegedly required intends to provide seek indemnification protection under this Article XI or (each, b) receipt by the Indemnified Person of notice of any claim or the commencement of any Proceeding against it by a Person other than an Indemnified Person (a “IndemnitorThird Party Claim”) specifying, which would reasonably be expected to result in reasonable detail, a Loss for which the nature and Indemnified Person is entitled to indemnification hereunder. The Claim Notice shall specify the basis for such ClaimThird Party Claim (including the claimed Loss and/or the asserted Liability) in reasonable detail therein, and shall indicate the amount (estimated, if necessary) of the Loss and/or asserted Liability that has been or is then anticipated to be suffered by the Indemnified Person. Notwithstanding Subject to Section 8.3, the foregoing, an Indemnitee’s failure to send provide (or delay in sending promptly provide) a Claim Notice will not relieve the Indemnitor from of any Liability hereunder with respect that it may have to such Claimany Indemnified Person, except in the event and only to the extent that the Indemnitor demonstrates that the defense of a Third Party Claim is materially prejudiced by the Indemnified Person’s failure to give such failure or delayClaim Notice. 7.4.2 Within twenty (b20) With respect Business Days after receipt of a Claim Notice relating to any a claim on an account of indemnifiable Losses that does not involve other than a third-party Third Party Claim, the Indemnitor shall have thirty deliver to the Indemnified Person a written response in which the Indemnitor will either: (30a) days from its receipt agree that the Indemnified Person is entitled to receive all of the Losses at issue in the Claim Notice to or (b) dispute the Claim and provide Indemnified Person’s entitlement to indemnification by delivering to the Indemnified Person a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claimnotice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Parties are unable Indemnitor fails to resolve take either of the dispute foregoing actions within one hundred twenty (12020) days Business Days after delivery of the Claim Notice, then the Indemnitor first receives will be deemed to have irrevocably accepted the Claim Notice for a Claimand the Indemnitor will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Indemnitor delivers an Objection Notice to the Indemnified Person within twenty (20) Business Days after delivery of the Claim Notice, then the Indemnitee dispute may seek be resolved by any remedy legally available to it under means consistent with Section 7 and the other provisions of this Agreement. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled If an Indemnified Party wishes to be indemnified make a claim under this Article XI IX (each, an “Indemnitee”) agrees that after it becomes aware including in respect of facts that would reasonably be likely to give rise to a pending or threatened claim or demand asserted by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI a third party against the Indemnified Party (each, a “Third-Party Claim”) prior to the applicable Cutoff Date by providing )), such Indemnified Party shall deliver a written notice (a “Claim Notice”) to the Person allegedly required Indemnifying Party (i) stating that an Indemnified Party has incurred, suffered, or sustained, or reasonably anticipates that it may incur, suffer, or sustain, Losses, and (ii) to provide indemnification protection under this Article XI (eachthe extent reasonably available, an “Indemnitor”) specifying, specifying such claim and Losses in reasonable detail, the nature and date that each such Loss was incurred, suffered, or sustained, or the basis for such Claimanticipated Losses, and the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Notwithstanding An Indemnified Party may update a Claim Notice from time to time to reflect any change in circumstances following the foregoingdate thereof. A failure by an Indemnified Party to give complete, an Indemnitee’s failure accurate, or, subject to send or delay the survival periods set forth in sending Section 9.1, timely notice of a Claim Notice will not relieve affect the Indemnitor from Liability hereunder with respect to such Claimrights or obligations of any party hereunder, except in the event and only to the extent that the Indemnitor Indemnifying Party is materially prejudiced by such failure failure. If a claim under this Article IX may be brought under different or delaymultiple sections, clauses or sub-clauses of Section 9.2(a) or Section 7.2(b) (or with respect to different or multiple representations, warrants or covenants), then the Indemnified Parties shall have the right to bring such claim under any or each such section, clause, subclauses, representation, warranty or covenant (each, a “Subject Provision”) that it chooses and the Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to seek indemnification under any other Subject Provision. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor The Indemnifying Party shall have respond in writing within thirty (30) days from its receipt of delivery of a Claim Notice by delivery of a written notice stating whether the Indemnified Party is prepared to make an objection to the applicable claim at such time (a “Claim Objection Notice”), which notice shall, to the extent reasonably available, describe the basis of such objection in reasonable detail. The failure to make an objection or to include or describe any basis therefor shall not constitute an acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to all or any portion of such claim for Losses set forth in such Claim Notice or a waiver of the Claim Notice right to dispute the Claim and provide a written explanation for its position and supporting documentation. make any objection at any later time. (c) In the event that the Indemnitor disputes Indemnifying Party shall deliver a Claim Objection Notice for a Claimin accordance with Section 9.4(b), the Parties, including appropriate management representatives, Indemnifying Party and the Indemnified Party shall promptly seek to negotiate a resolution attempt in good faithfaith to agree upon the rights of the respective Parties with respect to each of such claims. If the Indemnifying Party and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by the Parties are unable (a “Resolution Memorandum”). (d) The Indemnifying Parties shall make any payments made with respect to resolve any Resolution Memorandum within five (5) Business Days of the dispute within one hundred twenty delivery of such Resolution Memorandum. (120e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of a Claim Objection Notice, either the Indemnitor first receives Indemnified Party or the Claim Notice for a Claim, then the Indemnitee Indemnifying Parties may seek any remedy available to it under this Agreementresolve such dispute in accordance with Section 10.7. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled In the event that any Third Party Action is commenced, Purchaser shall promptly notify (but in any event within twenty (20) days of first becoming aware of such Third Party Action) the Seller Representative of such Third Party Action in a writing that (i) describes such Third Party Action in reasonable detail, to be indemnified under this Article XI the extent then known by Purchaser, and (eachii) attaches copies of any summons, an complaint or other pleading which may have been served on Purchaser Indemnified Party with respect to such Third Party Action (it being understood that, to the extent that such written material is not reasonably available to Purchaser at such time, Purchaser shall so indicate, and shall promptly provide such material when it becomes available) (a “IndemniteeThird Party Action Notice”) agrees except that after no delay on the part of Purchaser in giving any Third Party Action Notice shall relieve Sellers of any indemnification obligation hereunder unless (and then only to the extent) Sellers are materially damaged or prejudiced by such delay (in which case Sellers shall be relieved only of any portion of the applicable indemnification obligation hereunder that resulted from such delay). (b) The Seller Representative shall reasonably cooperate with the Purchaser Indemnified Party and its counsel in the investigation, defense and settlement of such Third Party Action, including promptly (w) executing and delivering documents reasonably requested in connection with such investigation, defense or settlement, (x) procuring potential witnesses and witness statements, (y) furnishing documentary evidence to the extent available to it becomes aware or its controlled Affiliates and (z) providing access to any other relevant Person, including any employees or agents of, or advisors to the parties, in each case, as is within the Seller Representative’s reasonable control and reasonably needed to ensure the proper and adequate defense of facts that would such Third Party Action. (c) Purchaser may retain counsel and control the investigation and defense of the Third Party Action (and the cost and expense of doing so will be considered Losses for purposes of this ARTICLE X) and may take any other actions the Purchaser deems reasonably be likely advisable without in any way waiving or otherwise affecting the Purchaser Indemnified Party’s rights to give rise to a claim by it for indemnification pursuant to this Article XIARTICLE X; provided, that, except as provided in Section 10.2(f), the Purchaser Indemnified Party shall not consent to any settlement of a Third Party Action without the prior written consent of the Seller Representative (which consent shall not be unreasonably conditioned, withheld or delayed). In any event, the Purchaser Indemnified Party and its counsel shall keep the Seller Representative reasonably informed upon request of all material developments relating to any such Indemnitee must assert its claim Third Party Action, including by providing copies of any summons, complaint or other pleading which may have been served on the Purchaser Indemnified Party). (d) In order for any Purchaser Indemnified Party to seek indemnification under this Article XI (eachARTICLE X, a “Claim”) prior Purchaser must provide notice to the applicable Cutoff Date Seller Representative in a writing that (i) describes in reasonable detail the basis of the claim, to the extent then known by providing the Purchaser Indemnified Party (including, to the extent then known, the facts underlying each particular claim and an identification of each section of this Agreement pursuant to which indemnification is being sought); (ii) sets forth a written notice description and the Purchaser Indemnified Party’s good faith estimate (based on information then known by the Purchaser Indemnified Party) of the amount of Losses incurred or reasonably expected to be incurred by the Purchaser Indemnified Party and (iii) contains a demand for payment in the amount of such Losses (a “Claim Notice”). (e) Within thirty (30) Business Days after delivery of a Claim Notice, the Seller Representative shall deliver to Purchaser a Response, in which the Seller Representative, on behalf of all of the Sellers, shall: (i) agree that the Purchaser Indemnified Party is entitled to receive all of the Claimed Amount (in which case each Seller shall pay to such Purchaser Indemnified Party, by wire transfer of immediately available funds, an amount in cash equal to its Pro Rata Percentage of such amount within two (2) Business Days after such Purchaser Indemnified Party delivers to the Person allegedly required Seller Representative wire instructions for such payment), (ii) agree that the Purchaser Indemnified Party is entitled to provide indemnification protection receive the Agreed Amount (in which case each Seller shall pay to such Purchaser Indemnified Party, by wire transfer of immediately available funds, an amount in cash equal to its Pro Rata Percentage of such amount within two (2) Business Days after such Purchaser Indemnified Party delivers to the Seller Representative wire instructions for such payment) or (iii) dispute that Purchaser is entitled to receive any of the Claimed Amount. If no Response is delivered by the Seller Representative within such 20-Business Day period, the Sellers shall be deemed to have agreed that all of the Claimed Amount is owed to Purchaser, in which case, each Seller shall pay to such Purchaser Indemnified Party, by wire transfer of immediately available funds, an amount in cash equal to its Pro Rata Percentage of such amount within two (2) Business Days after such Purchaser Indemnified Party delivers to the Seller Representative wire instructions for such payment. Any dispute pursuant to a claim for Indemnification under this Article XI ARTICLE X shall be resolved in accordance with Section 12.7. (eachf) Notwithstanding the other provisions of this Section 10.2 but subject to the limitations set forth in this ARTICLE X, an “Indemnitor”if a third party asserts (other than by means of a lawsuit) specifyingthat any Purchaser Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Losses for which a Purchaser Indemnified Party may be entitled to indemnification pursuant to this ARTICLE X, and Purchaser reasonably determines that it has a valid business reason to fulfill such obligation, then (i) Purchaser shall be entitled to satisfy such obligation, without prior notice to or consent from the Seller Representative or the Sellers, (ii) Purchaser may subsequently make a claim for indemnification in accordance with the provisions of this ARTICLE X, and (iii) Purchaser shall be reimbursed, in reasonable detailaccordance with the provisions of this ARTICLE X, for any such Losses for which it is entitled to indemnification pursuant to this ARTICLE X (subject to the right of the Seller Representative, on behalf of the Sellers, to dispute the applicable Purchaser Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this ARTICLE X). (g) The Seller Representative shall have full power and authority on behalf of each Seller to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the nature and basis Sellers under this ARTICLE X. The Seller Representative shall have no Liability to any Equityholders for such Claim. Notwithstanding any action taken or omitted on behalf of the foregoing, an Indemnitee’s failure Sellers pursuant to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to this ARTICLE X. (h) To the extent that the Indemnitor is materially prejudiced Sellers make any payment pursuant to this ARTICLE X in respect of Losses which the applicable Purchaser Indemnified Party subsequently recovers from a third party (including any insurance company in its capacity as an insurer), such Purchaser Indemnified Party shall pay the amount of any such recovery to the Sellers, in accordance with their respective Pro Rata Percentages (after deducting therefrom the amount of any reasonable and documented out-of-pocket costs of recovery incurred by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claim, the Purchaser Indemnified Parties, including appropriate management representativesany resulting increase in premium, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek pursuing or defending any remedy available to it under this Agreement. (c) At the reasonable request claim arising out of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates such matter to the extent reasonably related not previously reimbursed by the Sellers); provided that such payment to the Claim set forth Sellers shall not exceed the amount previously paid by the Sellers to or on behalf of Purchaser or any other Purchaser Indemnified Party in a Claim Noticerespect of any claim arising out of such matter(s).

Claim Procedures. Any Claim for indemnification, compensation or reimbursement pursuant to Article 6 by Brooklyn on behalf of itself or another Brooklyn Indemnitee (and, at the option of Brooklyn, any claim based upon Fraud) shall be brought and resolved as follows: (a) Each Person If any Indemnitee has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, Damages for which it is or may be entitled to indemnification, compensation or reimbursement under Article 6 or for which it is or may otherwise be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise entitled to a claim by it for indemnification pursuant monetary remedy relating to this Article XIAgreement or the transactions contemplated hereby, such Indemnitee must assert its may deliver a claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required Sellers’ Representative on behalf of the Seller Indemnifying Parties. Each Claim Notice shall (i) state that the Indemnitee believes in good faith that the Indemnitee is entitled to provide indemnification protection indemnification, compensation or reimbursement under Article 6 or is or may otherwise be entitled to a monetary remedy relating to this Article XI Agreement or the transactions contemplated hereby, (each, an “Indemnitor”ii) specifying, in contain a brief but reasonable detail, description of the nature facts and basis for such Claim. Notwithstanding circumstances supporting the foregoing, an Indemnitee’s failure claim and (iii) if practicable, contain a non-binding, preliminary, good faith estimate of the amount to send or delay which the Indemnitee might be entitled (the aggregate amount of such estimate, as it may be modified by the Indemnitee in sending a Claim Notice will not relieve good faith from time to time, being referred to as the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay“Claimed Amount”). (b) With respect to any claim on an account During the thirty-day period commencing upon receipt by the Sellers’ Representative of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claimfrom an Indemnitee (the “Dispute Period”), the Sellers’ Representative (on behalf of the Seller Indemnifying Parties) may deliver to the Indemnitee a written response in which the Sellers’ Representative (i) agrees that the full Claimed Amount is owed to the Indemnitee, including appropriate management representatives(ii) agree that part, shall promptly seek but not all, of the Claimed Amount is owed to negotiate a resolution in good faiththe Indemnitee, or (iii) indicate that no part of the Claimed Amount is owed to the Indemnitee. If the Parties are unable Response Notice is delivered in accordance with clause (ii) or (iii) of the preceding sentence, the Response Notice shall also contain a brief and reasonable description of the facts and circumstances supporting the claim that only a portion or no part of the Claimed Amount is owed to resolve the dispute within one hundred twenty Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (120or the entire Claimed Amount, if the Sellers’ Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) days after being referred to as the Indemnitor first receives “Contested Amount” (it being understood that the Claim Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice for a Claimis not received by the Indemnitee from the Sellers’ Representative prior to the expiration of the Dispute Period, then the Indemnifying Party shall be conclusively deemed to have agreed that an amount equal to the full Claimed Amount shall be owed to the Indemnitee may seek any remedy available to it under this Agreementand shall be payable in accordance with Section 6.3. (c) At If the reasonable request of Sellers’ Representative delivers a Response Notice to the IndemnitorIndemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative and the Indemnitee shall grant attempt in good faith to resolve the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably dispute related to the Claim set forth Contested Amount. If the Sellers’ Representative and the Indemnitee resolve such dispute, such resolution shall be binding on the Indemnifying Party and such Indemnitee and a settlement agreement stipulating the amount owed to such Indemnitee (the “Stipulated Amount”) shall be signed by such Indemnitee and the Seller’s Representative (on behalf of the Seller Indemnifying Parties). Thereafter, the Seller Indemnifying Party, the Sellers’ Representative and Brooklyn shall promptly, subject to the terms of Section 6.3 and the other terms of this Article 6, deliver a Joint Written Instruction to the Escrow Agent with respect to the Stipulated Amount in a Claim Noticeaccordance with Section 6.3.

Claim Procedures. (a) Each Person entitled In order to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for seek indemnification under this Article XI (eachSection 8.2, a “Claim”) the Indemnified Person shall, prior to the applicable Cutoff Date Indemnity Termination Date, deliver to the Securityholders’ Representative (and, if prior to the 12-month anniversary of the Closing Date, the Escrow Agent) a certificate signed by providing a written notice any officer of Acquiror (a “Claim Notice”) promptly after Acquiror has knowledge of a bona fide claim for indemnification pursuant to this ARTICLE VIII; provided, that, in the event that such notice is delivered prior to the Person allegedly required to provide indemnification protection under this Article XI (eachIndemnity Termination Date, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or any delay in sending a Claim Notice will providing such notice shall not relieve the Indemnitor Securityholders’ Representative from Liability hereunder with respect any of its obligations to such Claim, the Indemnified Person under this ARTICLE VIII except in the event and only to the extent the Securityholders’ Representative demonstrates that its ability to resolve such claim is prejudiced thereby: (i) stating that the Indemnitor Indemnified Person has a claim for Indemnifiable Damages; (ii) identifying the subsection of Section 8.2(a) or 8.7 under which such claim is materially prejudiced being made; (iii) stating the amount of such Indemnifiable Damages that have been incurred, paid, reserved or accrued (or, if not then known, reasonable estimates of such amounts) (the “Claimed Amount”); and (iv) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such failure or delayIndemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related and the provision of the Agreement which gives rise to the claim. (b) With respect to The Securityholders’ Representative may, at any claim time on an account of indemnifiable Losses that does not involve a third-party Claimor before the thirtieth (30th) day following its (and, if applicable, the Indemnitor shall have thirty (30Escrow Agent’s) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice (the “Objection Period”), object (a “Claim Objection”) to a claim made in such Claim Notice by delivering written notice to the Escrow Agent and Acquiror. The Claim Objection shall set forth in reasonable detail the reasons for a Claimthe objection to such claim and the portion of the Claimed Amount which is disputed. If Acquiror (and, if applicable, the PartiesEscrow Agent) do not receive a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, including appropriate management representativesthe Indemnified Person shall, shall subject to the other terms of this Article VIII, promptly seek be paid each Effective Time Holder’s (other than a holder of Excluded Shares) Pro Rata Share of the full Claimed Amount (and, if there are then funds in the Indemnity Escrow Account, the Escrow Agent shall, within two (2) Business Days following the end of the Objection Period, deliver to negotiate a resolution in good faithAcquiror such amount from the Indemnity Escrow Account). If Acquiror (and, if applicable, the Parties are unable to resolve the dispute within one hundred twenty (120Escrow Agent) days after the Indemnitor first receives the receive a Claim Objection in respect of any Claim Notice for within the Objection Period in accordance with this section, the Indemnified Person shall within two (2) Business Days following the end of the Objection Period be paid each Effective Time Holder’s (other than a Claim, then holder of Excluded Shares) Pro Rata Share of the Indemnitee may seek portion of any remedy available Claimed Amount not subject to it under this Agreementdispute from the Indemnity Escrow Account. (c) At During the reasonable request twenty (20) day period following the delivery of a Claim Objection in accordance with Section 8.4(b), the Securityholders’ Representative and the Indemnified Person shall attempt in good faith to resolve such dispute. If the dispute is not resolved within such twenty (20) day period, either the Securityholders’ Representative or the Indemnified Person may bring suit in the Delaware Courts. If, as of the Indemnitortime of the resolution of the dispute (whether by mutual agreement or by final judicial decision), there remain funds in the Indemnity Escrow Account, then the Securityholders’ Representative and Acquiror shall, within two (2) days of such resolution, deliver a jointly executed written notice to the Escrow Agent instructing the Escrow Agent as to what (if any) payment is to be made to the Indemnified Person from the Indemnity Escrow Account (which notice shall be consistent with the terms of the resolution of the dispute). If, as of the time of the resolution of such dispute, there are no remaining funds in the Indemnity Escrow Account, the Indemnitee Securityholders’ Representative shall grant request, and shall use commercially reasonable efforts to cause, the Indemnitor and its Representatives reasonable access Effective Time Holders to promptly pay to the books, records, employees Indemnified Person the amount (including for conferences, discovery and proceedings as may if any) determined to be reasonably requested) and properties of the Indemnitee and its Affiliates owed to the extent reasonably related Indemnified Person, based on their respective Pro Rata Share, subject to the Claim set forth limitations provided for in a Claim Noticethis Article VIII.

Claim Procedures. (a) Each Person entitled Subject to be indemnified the limitations set forth in Section 9.3, in the event any Indemnified Party wishes to assert a claim under this Article XI IX, Parent (each, an “Indemnitee”in the case of Parent Indemnified Parties) agrees that after it becomes aware and Stockholder Representative (in the case of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”Company Indemnified Parties) prior shall deliver to the applicable Cutoff Date by providing Stockholder Representative (in the case of Company Indemnifying Parties) and Parent (in the case of Parent Indemnifying Parties) and, if applicable, counsel a written claim notice signed by one of its authorized representatives (a “Claim Notice”): (i) stating that such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) if and to the Person allegedly required to provide indemnification protection under this Article XI (eachextent reasonably available, an “Indemnitor”) specifying, specifying such Losses in reasonable detail, the nature and date that each such Loss was paid, incurred, suffered or sustained, or the basis for such Claimanticipated Losses, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Notwithstanding A Claim Notice may be updated from time to time by the foregoing, an Indemnitee’s party delivering such Claim Notice to reflect any change in circumstances following the date thereof. A failure to send give complete, accurate, or delay timely notice (as long as it has been made prior to the expiration of the applicable survival periods in sending Section 9.1) of a Claim Notice will not relieve affect the Indemnitor from Liability hereunder rights or obligations of the Parent Indemnified Party or Company Indemnified Party, as the case may be, hereunder. If a claim under this Article IX may be brought under different or multiple sections, clauses or sub-clauses of Section 9.2(a) (or with respect to different or multiple representations, warrants or covenants), then the Parent Indemnified Parties shall have the right to bring such Claimclaim under any or each such section, except in clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the event and only Parent Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Parent Indemnified Parties not being entitled to seek indemnification under any other Subject Provision, provided, however, Parent Indemnified Parties may not choose an alternative Subject Provision that abrogates the extent that Deductible or deprives the Indemnitor is materially prejudiced by such failure Parent Indemnifying Parties of the coverage available under the R&W Policy or delayD&O Tail Policy. (b) With respect If the Stockholder Representative (on behalf of the Company Indemnifying Parties) or Parent (on behalf of the Parent Indemnifying Parties) shall not object in writing on or before the thirtieth (30th) day of receipt of a Claim Notice (the “Objection Deadline”) by delivery of a written notice of objection containing a description supporting an objection to any the applicable claim (a “Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative (on behalf of the Company Indemnifying Parties) or Parent (on behalf of the Parent Indemnifying Parties) that the applicable Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Claim Notice (an account “Unobjected Claim”), subject to the limitations in Section 9.3. A failure to give complete and accurate description in the Claim Objection Notice will not affect the rights or obligations of indemnifiable the Parent Indemnified Party or Company Indemnifying Party as the case may be, hereunder. In such event, the Losses that does not involve a third-party are Losses for which the Parent Indemnified Parties are entitled payment under the Unobjected Claim, the Indemnitor Unobjected Claim shall have thirty (30) days from its receipt be satisfied in accordance with Section 9.6. The effective date of an Unobjected Claim shall be the first calendar day immediately following the date of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this AgreementObjection Deadline. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) Indemnitee agrees that promptly after it becomes aware of facts that would reasonably be likely to give giving rise to a claim by it for indemnification pursuant to this Article XIX, such Indemnitee must assert its claim for indemnification under this Article XI X (each, a “Claim”"CLAIM") prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”"CLAIM NOTICE") to the Person allegedly required to provide indemnification protection under this Article XI X (each, an “Indemnitor”"INDEMNITOR") specifying, in reasonable detail, the nature and basis for such ClaimClaim (e.g., the underlying representation, warranty or covenant alleged to have been breached). Notwithstanding the foregoing, an Indemnitee’s 's failure to send or delay in sending a third party Claim Notice will not relieve the Indemnitor from Liability liability hereunder with respect to such Claim, Claim except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With In the event of the assertion of any third party Claim for which, by the terms hereof, an Indemnitor is obligated to indemnify an Indemnitee, the Indemnitor will have the right, at such Indemnitor's expense, to assume the defense of same including the appointment and selection of counsel on behalf of the Indemnitee so long as such counsel is reasonably acceptable to the Indemnitee. If the Indemnitor elects to assume the defense of any such third party Claim, it shall within 30 days notify the Indemnitee in writing of its intent to do so. Subject to Section 10.5(c), the Indemnitor will have the right to settle or compromise or take any corrective or remediation action with respect to any claim on an account such Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnitor to a final conclusion or settled at the discretion of indemnifiable Losses that does not involve a the Indemnitor. The Indemnitee will be entitled, at its own cost, to participate with the Indemnitor in the defense of any such Claim. If the Indemnitor assumes the defense of any such third-party Claim but fails to diligently prosecute such Claim, or if the Indemnitor does not assume the defense of any such Claim, the Indemnitor shall have thirty (30) days from its receipt Indemnitee may assume control of such defense and in the event it is finally determined by a court of competent jurisdiction that the Claim Notice to dispute the Claim and provide was a written explanation matter for its position and supporting documentation. In the event that which the Indemnitor disputes a Claim Notice for a Claimis required to provide indemnification under the terms of this Article X, the Parties, Indemnitor will bear the reasonable costs and expenses of such defense (including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreementfees and expenses of counsel). (c) At Notwithstanding anything to the reasonable request of the Indemnitorcontrary in this Agreement, the Indemnitor will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnitee shall grant to any criminal liability, requires an admission of guilt or wrongdoing on the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties part of the Indemnitee and its Affiliates to or imposes any continuing obligation on or requires any payment from the extent reasonably related to Indemnitee without the Claim set forth in a Claim NoticeIndemnitee's prior written consent.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it A Claim for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI hereunder (each, a “Indemnification Claim”) prior to the applicable Cutoff Date shall be made by providing Indemnitee by delivery of a written notice (a “Claim Notice”) declaration to Indemnitor requesting indemnification and specifying the Person allegedly required to provide basis on which indemnification protection under this Article XI (eachis sought and the amount of asserted Losses, an “Indemnitor”) specifyingand, in reasonable detailthe case of a Third Party Claim (as defined in Section 10.5 hereof), the nature and basis for containing (by attachment or otherwise) such other information as Indemnitee shall have concerning such Third Party Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve If the Indemnification Claim involves a third-party matter other than a Third Party Claim or a Receivables Claim, the Indemnitor shall have thirty (30) days from its receipt to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that by the Indemnitor disputes a and the Indemnification Claim Notice for a Claimshall be paid in accordance with subsection (c) hereof. If an objection is timely interposed by the Indemnitor and the dispute is not resolved within forty-five (45) days from the date (such period is hereinafter the “Negotiation Period”) Indemnitee receives such objection, such dispute shall be resolved by arbitration in accordance with the provisions of Section 12.5, unless the Indemnification Claim involves (i) Intellectual Property or (ii) injunctive relief is reasonably necessary to protect the interests of the Indemnitee (collectively the types of claims referred to in clauses (i) and (ii) are hereinafter referred to as the “Excluded Claims”), in which event, the Parties, including dispute may be resolved by institution of an appropriate management representatives, shall promptly seek to negotiate a resolution legal proceeding or by arbitration in good faith. If accordance with the Parties are unable to resolve provisions of Section 12.5 at the dispute within one hundred twenty (120) days after option of the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this AgreementIndemnitee. (c) At the reasonable request Upon determination of the Indemnitoramount of Losses required to be paid pursuant to an Indemnification Claim, the Indemnitee shall grant the whether by agreement between Indemnitor and its Representatives reasonable access to Indemnitee or by an arbitration award, or by any other final adjudication, Indemnitor shall pay the books, records, employees amount of such Indemnification Claim by check within ten (including for conferences, discovery and proceedings as may be reasonably requested10) and properties days of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Noticedate such amount is determined.

Claim Procedures. (a) Each Person entitled Subject to be indemnified the limitations set forth in Section 9.3, if an Indemnified Party wishes to make a claim under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XIIX, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing Indemnified Party shall deliver a written notice (a “Claim Notice”) to the Person allegedly required Securityholder Representative (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) to provide indemnification protection under this Article XI (eachthe extent reasonably available, an “Indemnitor”) specifying, specifying such Losses in reasonable detail, the nature and date that each such Loss was paid, incurred, suffered or sustained, or the basis for such Claimanticipated Losses, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Notwithstanding Acquiror may update a Claim Notice from time to time to reflect any change in circumstances following the foregoingdate thereof. A failure by an Indemnified Party to give complete, an Indemnitee’s failure accurate, or, subject to send or delay the survival periods set forth in sending Section 9.1, timely notice of a Claim Notice will not relieve affect the Indemnitor from Liability hereunder rights or obligations of any party hereunder. If a claim under this Article IX may be brought under different or multiple sections, clauses or sub-clauses of Section 9.2(a) (or with respect to different or multiple representations, warrants or covenants), then the Indemnified Parties shall have the right to bring such Claimclaim under any or each such section, except in clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the event and only Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to the extent that the Indemnitor is materially prejudiced by such failure or delayseek indemnification under any other Subject Provision. (b) With respect to any claim If the Securityholder Representative on an account behalf of indemnifiable Losses that does the Indemnifying Parties shall not involve a third-party Claim, the Indemnitor shall have object in writing within thirty (30) days from its receipt of delivery of a Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable claim (a “Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Indemnifying Parties that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Claim Notice (an “Unobjected Claim”). In such event, Acquiror and the Securityholder Representative shall, as promptly as practicable thereafter (and in any event within two (2) Business Days thereafter), deliver a joint written instruction to dispute the Claim and provide a written explanation for its position and supporting documentationEscrow Agent to release to Acquiror from the Indemnity Escrow Fund that number of Indemnity Escrow Shares having an aggregate value equal to the amount of Losses set forth in the Unobjected Claim. Should the Indemnity Escrow Shares then-remaining in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the full amount of Losses set forth in the Unobjected Claim, then, subject to any applicable limitations set forth in this Article IX, each Indemnifying Party shall, within ten (10) Business Days following the date of such failure to so object, pay to Acquiror in cash such Indemnifying Party’s Pro Rata Portion of such shortfall. (c) In the event that the Indemnitor disputes Securityholder Representative shall deliver a Claim Objection Notice for a Claimin accordance with Section 9.4(b), the Parties, including appropriate management representatives, Securityholder Representative and Acquiror shall promptly seek to negotiate a resolution attempt in good faithfaith to agree upon the rights of the respective parties with respect to each of such claims. If the Parties are unable to resolve Securityholder Representative and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties (a “Resolution Memorandum”). In such event, Acquiror and the dispute Securityholder Representative shall, as promptly as practicable thereafter (and in any event within one hundred twenty two (1202) days after the Indemnitor first receives the Claim Notice for Business Days thereafter), deliver a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access joint written instruction to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties Escrow Agent to release to Acquiror from the Indemnity Escrow Fund that number of the Indemnitee and its Affiliates Indemnity Escrow Shares having an aggregate value equal to the extent reasonably related to the Claim amount of Losses set forth in a Claim Noticethe Resolution Memorandum. Should the Indemnity Escrow Shares then-remaining in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the full amount of Losses set forth in the Resolution Memorandum, then, subject to any applicable limitations set forth in this Article IX, each Indemnifying Party shall, within ten (10) Business Days following the date of such Resolution Memorandum, pay to Acquiror in cash such Indemnifying Party’s Pro Rata Portion of such shortfall.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its A claim for indemnification under this Article XI hereunder (each, a “Indemnification Claim”) prior to the applicable Cutoff Date shall be made by providing Indemnitee by delivery of a written notice (a “Claim Notice”) declaration to Indemnitor requesting indemnification and specifying the Person allegedly required to provide basis on which indemnification protection under this Article XI (each, an “Indemnitor”) specifying, in reasonable detail, is sought and the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delayamount of asserted Damages. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the The Indemnitor shall have thirty (30) days from its receipt to object to such Indemnification Claim by delivery of a written notice of such objection to Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that by the Indemnitor disputes a and the Indemnification Claim Notice for a Claimshall be paid in accordance with Section 10.4(c) hereof. If an objection is timely interposed by the Indemnitor and the dispute is not resolved within forty-five (45) days from the date Indemnitee receives such objection, such dispute shall be resolved by arbitration in accordance with the provisions of Section 12.5, unless the Indemnification Claim (i) involves Intellectual Property Assets or (ii) injunctive relief is reasonably necessary to protect the interests of the Indemnitee (collectively the types of claims referred to in clauses (i) and (ii) are hereinafter referred to as the “Excluded Claims”), in which event, the Parties, including dispute may be resolved by institution of an appropriate management representatives, shall promptly seek to negotiate a resolution legal proceeding or by arbitration in good faith. If accordance with the Parties are unable to resolve provisions of Section 12.5 at the dispute within one hundred twenty (120) days after option of the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this AgreementIndemnitee. (c) At the reasonable request Upon determination of the Indemnitoramount of Damages required to be paid pursuant to an Indemnification Claim, the Indemnitee shall grant the whether by agreement between Indemnitor and its Representatives reasonable access Indemnitee or by an arbitration award, or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim, first, from the Escrow Funds until exhausted, second, if the 3rd Installment has not been paid, by set-off up to the booksOffset Amount against the 3rd Installment, recordsand, employees third, by check within ten (including for conferences, discovery and proceedings as may be reasonably requested10) and properties days of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Noticedate such amount is determined.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees Promptly after the discovery of any Buyer Indemnitee of any Losses or breach that after it becomes aware of facts that would reasonably be likely to the Buyer Indemnitees believe in good faith give rise to indemnification hereunder, the Buyer Indemnitees will deliver to the Shareholders’ Representative and the Escrow Agent notice of a claim (a “Notice of Claim”). The Notice of Claim shall (i) specify in reasonable detail the basis for such claim and (ii) to the extent known by it for indemnification pursuant the Buyer Indemnitee, set forth a reasonable estimate of the amount to this Article XIwhich such Buyer Indemnitee claims in good faith to be entitled hereunder. Notwithstanding the foregoing, such no delay or deficiency on the part of a Buyer Indemnitee must assert its claim for in so notifying the Shareholders’ Representative will limit any Buyer Indemnitee’s right to indemnification under this Article XI X (each, a “Claim”) prior except to the applicable Cutoff Date by providing extent such failure materially prejudices the defense of such proceeding). (b) In the event that the Shareholders’ Representative disputes that the Buyer Indemnitees are entitled to indemnity for the Losses claimed hereunder, the Shareholders’ Representative shall notify the Buyer Indemnitee and the Escrow Agent in writing within forty-five (45) days after receipt of a written notice Notice of Claim of such dispute (a the “Claim Dispute Notice”) to ). Such Dispute Notice will describe the Person allegedly required to provide indemnification protection under this Article XI (each, an “Indemnitor”) specifying, grants for each objection in reasonable detail, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to disputed item and certify that all such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution disputed items are being disputed in good faith. If the Parties are unable to resolve the dispute Shareholders’ Representative does not deliver a Dispute Notice within one hundred twenty forty-five (12045) days after receipt by the Indemnitor first receives the Claim Buyer Indemnitee of such Notice for a of Claim, then the Indemnitee may seek any remedy Shareholders’ Representative will be deemed to have irrevocably accepted the Notice of Claim and will be deemed to have irrevocably agreed to pay the Losses at issue in the Notice of Claim, and to the extent there are monies in the Escrow Fund available to it under this Agreementcompensate a Buyer Indemnitee for all or a portion of any such Losses, the Shareholders’ Representative and Buyer shall instruct the Escrow Agent to release such amount of Losses to be paid to such Buyer Indemnitee. In the event the Shareholders’ Representative delivers a Dispute Notice to the Buyer Indemnitee, the parties shall attempt in good faith to resolve such dispute within sixty (60) days of receipt of such Dispute Notice. If such dispute is not so resolved within such 60-day period, then either Party will be entitled to pursue its available remedies for resolving its claim for indemnification. (c) At The Escrow Amount shall be maintained and administered in accordance with the reasonable request terms of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim NoticeEscrow Agreement.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required to provide indemnification protection under this Article XI (each, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect The New Member Indemnitees will be entitled to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for bring a Claim, without duplication of any Losses, under any clause of Section 11.02, as applicable, and the Parties, including appropriate management representatives, shall promptly seek Existing Member Indemnitees will be entitled to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for bring a Claim, then the Indemnitee may seek without duplication of any remedy available to it Losses, under this Agreementany clause of Section 11.03, in each case, even if such Claim could be brought under more than one of such clauses. (c) At the reasonable request of the Indemnitor, (i) the Indemnitee shall grant the Indemnitor and its Representatives all reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and Indemnitee, its Affiliates and Opco to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI In order for a Buyer Indemnified Party or an AT&T Indemnified Party (eachany of them, an “IndemniteeIndemnified Party”) agrees to duly make a valid claim under Section 8.2 or Section 8.3, the Indemnified Party must (promptly, but in no event more than 20 Business Days, following the first date following the Closing Date on which such Indemnified Party has knowledge of facts, matters or circumstances from which it is reasonably apparent that after it becomes aware of facts that would reasonably be such an occurrence is likely to have occurred; provided, that no failure to give rise to a notice of such claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a expiration of such 20 Business Day period will relieve such Indemnifying Party from any obligation under this ARTICLE VIII, except to the extent such failure actually and materially prejudices such Indemnifying Party) provide written notice to AT&T (for claims made by Buyer Indemnified Parties) or to Buyer (for claims made by AT&T Indemnified Parties) (the recipient of such notice, the “Indemnifying Party”), which notice shall set forth a description in reasonable detail of the occurrence(s) specified in Section 8.2 or Section 8.3 which the Indemnified Party alleges to have occurred, a reasonable description of the facts and circumstances giving rise to such occurrences in light of the facts and circumstances then known to the Indemnified Party, the estimated amount of Losses actually incurred or suffered as the result thereof (to the extent then ascertainable), and a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, that no defect in the information contained in such Claim Notice from the Indemnified Party to any Indemnifying Party will relieve such Indemnifying Party from any obligation under this ARTICLE VIII except to the extent such defect actually and materially prejudices such Indemnifying Party. The Indemnified Party shall cooperate with and provide to the Indemnifying Party such information under the Indemnified Party’s control as the Indemnifying Party may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Indemnifying Party reasonably and promptly informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. The Indemnifying Party and the Indemnified Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law) to third parties and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work product privileges. (b) In the Person allegedly event the Claim Notice results from any Action asserted or threatened against the Indemnified Party by a third party (other than a Tax Claim) (a “Third Party Claim”): (i) The Indemnified Party shall provide the Claim Notice to the Indemnifying Party no later than the 20th Business Day following the Indemnified Party’s receipt of the Third Party Claim, and in any event no later than the 20th Business Day preceding the date by which an appearance is required to provide indemnification protection be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a litigation or other proceeding; provided that if either such Business Day occurs on or prior to the Closing Date, the Claim Notice shall be timely provided if it is provided no later than the Business Day following the Closing Date; provided, that no failure by the Indemnified Party to give such Claim Notice during such 20 Business Day period will relieve the Indemnifying Party from any obligation under this Article XI ARTICLE VIII, except to the extent such failure actually and materially prejudices such Indemnifying Party. (eachii) During the period ending on the earlier of the 15th calendar day following the Indemnifying Party’s receipt of the Claim Notice and the fifth calendar day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a litigation or other proceeding, the Indemnifying Party shall be entitled to notify the Indemnified Party of its election to assume and control the defense of the Third Party Claim, stating that the Indemnifying Party will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim. (A) In the event that the Indemnifying Party duly and timely makes such election, the Indemnifying Party shall defend the Indemnified Party by appropriate proceedings and shall have the sole power (as between the Indemnifying Party and the Indemnified Party and their respective Affiliates) to direct and control such defense and the settlement, arbitration, litigation and appellate strategy relating to the Third Party Claim; provided, however, that no Indemnifying Party shall have the right to assume control of the defense of such Third Party Claim if: (i) it relates to or otherwise arises in connection with any criminal or regulatory enforcement Action, (ii) it seeks injunctive or equitable relief, (iii) the Indemnified Party shall have reasonably concluded that there exists an actual or potential conflict of interest between the Indemnifying Party and the Indemnified Party in connection with the defense of the Third Party Claim, (iv) settlement of, an “Indemnitor”) specifyingadverse judgment with respect to, or the conduct of the defense of the Third Party Claim by the Indemnifying Party is, in reasonable detailthe good faith judgment of the Indemnified Party, likely to be adverse to, the nature Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business), (v) at any point the Indemnifying Party fails to conduct the defense of the Third Party Claim actively and basis diligently or (vi) such Third Party Claim is primarily related to Taxes. The Indemnified Party shall be entitled but not obligated to participate in any such defense and to employ separate counsel of its choosing for such purpose; provided, that the fees and expenses shall be borne by the Indemnified Party and shall not be recoverable from such Indemnifying Party under this Section 8.4 unless the Indemnifying Party fails to conduct the defense of the Third Party Claim actively and diligently. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party shall not consent to the entry of any judgment or enter into any compromise or settlement with respect to such claims without the prior written consent of the Indemnified Party (which consent shall not be unreasonably conditioned, withheld or delayed), unless such judgment, settlement, compromise or offer to settle, compromise or cease to defend such Third Party Claim (x) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (y) results in the full and general release of all Indemnified Parties from all liabilities arising or relating to, or in connection with, the Third Party Claim. Notwithstanding , and (z) involves no finding or admission of any violation of Law or the foregoingrights of any Person and no effect on any other claims that may be made against the Indemnified Party or any of its Affiliates or the Company or any of its Subsidiaries. (B) If the Indemnifying Party does not duly and timely make such election, an Indemniteeor otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party shall be entitled but not obligated (subject to Section 8.6) to notify the Indemnifying Party of its election to assume and control such defense from the Indemnifying Party, whereupon the Indemnified Party and not the Indemnifying Party shall have the powers described in the first sentence of Section 8.4(b)(ii)(A); provided that the Indemnified Party’s failure right to send be indemnified, defended, held harmless and reimbursed in respect of the Third Party Claim shall not otherwise be affected by such election; provided, further, that the Indemnified Party may not settle any such matter without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delay in sending a Claim Notice will not relieve delayed) if the Indemnitor from Liability Indemnified Party is seeking or shall seek indemnification hereunder with respect to such Claimmatter, except in unless the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt Indemnified Party assumed control of the defense of the Third Party Claim Notice because the Indemnifying Party failed to dispute the Claim conduct such defense actively and provide a written explanation for its position and supporting documentationdiligently. In the event that the Indemnitor disputes a Indemnified Person conducts the defense of the Third Party Claim Notice for a Claimpursuant to this Section 8.4(b)(ii)(B), the PartiesIndemnifying Party will (i) advance the Indemnified Person promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Except as expressly contemplated by this Section 8.4(b)(ii)(B), the Indemnifying Party shall have no liability with respect to a Third Party Claim settled without its prior written consent. (iii) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate investigation and defense of all Third Party Claims, including appropriate management representativesby providing reasonable access to each other’s relevant business records, documents and employees, for purposes of investigation, document production, testimony and otherwise. The Indemnified Party and the Indemnifying Party shall keep each other fully and promptly seek informed with respect to negotiate the status of all Third Party Claims and shall deliver to each other copies of all material written notices and documents (including court papers) received by the other that relate to any Third Party Claims. The Person controlling the defense of a resolution Third Party Claim shall in good faith allow the Indemnifying Party or Indemnified Party, as the case may be, to make comments to the materials filed or submitted in such defense, and shall consider such comments in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access Notwithstanding anything to the bookscontrary, recordsthis Section 8.4 shall not apply with respect to any Third Party Claim with respect to Taxes, employees (including for conferences, discovery which are exclusively governed by Section 6.6 and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.Exhibit C.

Claim Procedures. (a) Each Person entitled If an Indemnified Party wishes to be indemnified make a claim under this Article XI VII (each, an “Indemnitee”) agrees that after it becomes aware including in respect of facts that would reasonably be likely to give rise to a pending or threatened claim or demand asserted by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI a third party against the Indemnified Party (each, a “Third Party Claim”) prior to the applicable Cutoff Date by providing )), such Indemnified Party shall deliver a written notice (a “Claim Notice”) to the Person allegedly required Indemnifying Party (i) stating that an Indemnified Party has incurred, suffered, or sustained, or reasonably anticipates that it may incur, suffer, or sustain, Losses, and (ii) to provide indemnification protection under this Article XI (eachthe extent reasonably available, an “Indemnitor”) specifying, specifying such claim and Losses in reasonable detail, the nature and date that each such Loss was incurred, suffered, or sustained, or the basis for such Claimanticipated Losses, and the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Notwithstanding An Indemnified Party may update a Claim Notice from time to time to reflect any change in circumstances following the foregoingdate thereof. A failure by an Indemnified Party to give complete, an Indemnitee’s failure accurate, or, subject to send or delay the survival periods set forth in sending Section 7.1, timely notice of a Claim Notice will not relieve affect the Indemnitor from Liability rights or obligations of any party hereunder except to the extent the Indemnifying Party is prejudiced by such failure. If a claim under this Article VII may be brought under different or multiple sections, clauses or sub-clauses of Section 7.2(a) or Section 7.2(b) (or with respect to different or multiple representations, warrants or covenants), then the Indemnified Parties shall have the right to bring such Claimclaim under any or each such section, except in clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the event and only Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to the extent that the Indemnitor is materially prejudiced by such failure or delayseek indemnification under any other Subject Provision. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor The Indemnifying Party shall have respond in writing within thirty (30) days from its receipt of delivery of a Claim Notice by delivery of a written notice stating whether the Indemnified Party is prepared to make an objection to the applicable claim at such time (a “Claim Objection Notice”), which notice shall, to the extent reasonably available, describe the basis of such objection in reasonable detail. The failure to make an objection or to include or describe any basis therefor shall not constitute an acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to all or any portion of such claim for Losses set forth in such Claim Notice or a waiver of the Claim Notice right to dispute the Claim and provide a written explanation for its position and supporting documentation. make any objection at any later time. (c) In the event that the Indemnitor disputes Indemnifying Party shall deliver a Claim Objection Notice for a Claimin accordance with Section 7.4(b), the Parties, including appropriate management representatives, Indemnifying Party and Purchaser shall promptly seek to negotiate a resolution attempt in good faithfaith to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnifying Party and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties (a “Resolution Memorandum”). (d) The Indemnifying Parties are unable shall make any payments made with respect to resolve any Resolution Memorandum within five (5) Business Days of the dispute within one hundred twenty delivery of such Resolution Memorandum. (120e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request delivery of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Objection Notice, either Purchaser or the Indemnifying Parties may submit the dispute (each such dispute, a “Dispute”) to mandatory, final and binding arbitration pursuant to Section 8.7.

Claim Procedures. Any claim for indemnification, compensation or reimbursement pursuant to Section 6 or Section 10 shall be brought and resolved exclusively as follows: (a) Each Person If any Parent Indemnitee has or reasonably believes it has incurred or suffered, or reasonably believes that it is reasonably likely to incur or suffer, Damages for which it is or will be entitled to indemnification, compensation or reimbursement under Section 6 or this Section 10 or for which it is or may otherwise be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise entitled to a claim by it for indemnification pursuant monetary remedy relating to this Article XIAgreement, the Mergers or any of the transactions contemplated hereby or thereby, such Parent Indemnitee must assert its may deliver a claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required to provide indemnification protection under this Article XI Securityholders’ Agent. Each Claim Notice shall: (each, an “Indemnitor”i) specifying, in reasonable detail, contain a brief description of the nature facts and basis for such Claim. Notwithstanding circumstances supporting the foregoing, an Parent Indemnitee’s failure claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate of the amount to send or delay which the Parent Indemnitee might be entitled (the aggregate amount of such estimate, as it may be modified by the Indemnitee in sending a Claim Notice will not relieve good faith from time to time, being referred to as the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay“Claimed Amount”). (b) With respect to any claim on an account During the 30-day period commencing upon receipt by the Securityholders’ Agent of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for from a ClaimParent Indemnitee (the “Dispute Period”), the PartiesSecurityholders’ Agent may deliver to the Parent Indemnitee a written response (the “Response Notice”) in which the Securityholders’ Agent: (i) agrees that the full Claimed Amount is owed to the Parent Indemnitee; (ii) agrees that part, including appropriate management representativesbut not all, shall promptly seek of the Claimed Amount is owed to negotiate a resolution in good faiththe Parent Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Parent Indemnitee. If the Parties are unable Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the Claimed Amount is owed to resolve the dispute within one hundred twenty Parent Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Parent Indemnitee pursuant to the Response Notice (120or the entire Claimed Amount, if the Securityholders’ Agent asserts in the Response Notice that no part of the Claimed Amount is owed to the Parent Indemnitee) days after is referred to herein as the Indemnitor first receives “Contested Amount” (it being understood that the Claim Contested Amount shall be modified from time to time to reflect any good faith modifications by the Parent Indemnitee to the Claimed Amount). If a Response Notice for a Claimis not received by the Parent Indemnitee from the Securityholders’ Agent prior to the expiration of the Dispute Period, then the Indemnitee may seek any remedy available Securityholders’ Agent shall be conclusively deemed to it under this Agreementhave agreed that an amount equal to the full Claimed Amount is owed to the Parent Indemnitee. (c) At If the reasonable request Securityholders’ Agent in its Response Notice agrees that the full Claimed Amount is owed to the Parent Indemnitee, or if no Response Notice is received by the Parent Indemnitee from the Securityholders’ Agent prior to the expiration of the IndemnitorDispute Period, then (i) Parent and Securityholders’ Agent shall, within three Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay to the Parent Indemnitee from the Escrow Fund an amount in cash and shares of Parent Common Stock with an aggregate value equal to the Claimed Amount, which amount shall be paid in cash and shares of Parent Common Stock consistent with the ratio of the value of the initial contribution of cash and Parent Common Stock deposited into the Escrow Fund; and (ii) if the amount held in the Escrow Fund is insufficient to cover the full Claimed Amount, then, subject to the limitations contained in Section 10.3, each Effective Time Holder shall pay within 10 Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, such Effective Time Holder’s Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (d) If the Securityholders’ Agent delivers a Response Notice to the Parent Indemnitee during the Dispute Period agreeing that part, but not all, of the Claimed Amount is owed to the Parent Indemnitee (the “Agreed Amount”), then (i) Parent and the Securityholders’ Agent shall, within three Business Days following the delivery of such Response Notice, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay to such Parent Indemnitee from the Escrow Fund an amount in cash and shares of Parent Common Stock with an aggregate value equal to the Agreed Amount, which amount shall be paid in cash and shares of Parent Common Stock consistent with the ratio of the value of the initial contribution of cash and Parent Common Stock deposited into the Escrow Fund; and (ii) if the amount held in the Escrow Fund is insufficient to cover the full Agreed Amount, then, subject to the limitations contained in Section 10.3, each Effective Time Holder shall pay within 10 Business Days following the delivery of such Response Notice, such Effective Time Holder’s Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (e) If the Securityholders’ Agent delivers a Response Notice to the Parent Indemnitee during the Dispute Period expressly stating that there is a Contested Amount, the Securityholders’ Agent and the Parent Indemnitee shall grant attempt in good faith to resolve the Indemnitor and its Representatives reasonable access dispute related to the booksContested Amount. If the Securityholders’ Agent and the Parent Indemnitee resolve such dispute, recordssuch resolution shall be binding on the Securityholders’ Agent, employees the Effective Time Holders and such Parent Indemnitee, and a settlement agreement stipulating the amount owed to such Parent Indemnitee (including for conferencesthe “Stipulated Amount”) shall be signed by such Parent Indemnitee and the Securityholders’ Agent. Within three Business Days following the execution of such settlement agreement, discovery and proceedings or such shorter period of time as may be reasonably requested) set forth in the settlement agreement, Parent and properties of the Securityholders’ Agent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to the Parent Indemnitee and its Affiliates from the Escrow Fund (to the extent reasonably related of the Escrow Fund) an amount in cash and shares of Parent Common Stock with an aggregate value equal to the Claim Stipulated Amount, which amount shall be paid in cash and shares of Parent Common Stock consistent with the ratio of the value of the initial contribution of cash and Parent Common Stock deposited into the Escrow Fund. If the amount held in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the limitations contained in Section 10.3, each Effective Time Holder shall pay within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, such Effective Time Holder’s Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (f) In the event that there is a dispute relating to any Claim Notice or Contested Amount (whether it is a matter between the Parent Indemnitee, on the one hand, and the Securityholders’ Agent, on the other hand, or it is a matter that is subject to a claim or Legal Proceeding asserted or commenced by a third party brought against the Parent Indemnitee or any Acquired Entity), such dispute (a “Claim Dispute”) shall be settled pursuant to Section 11.9. Notwithstanding the preceding sentence, nothing in this Section 10.5(f) shall prevent the Parent Indemnitee from seeking preliminary injunctive relief from a court of competent jurisdiction pending settlement of any Claim Dispute. The judgment or decree of a court of a Claim Dispute shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined unless otherwise agreed in writing by the parties. (g) Promptly after the Expiration Date, Parent will notify the Securityholders’ Agent in writing of the amount that Parent determines in good faith is necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted pursuant to a valid Claim Notice, but not resolved on or prior to 11:59 p.m. (Pacific time) on the Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.5(j), within 10 Business Days following the Expiration Date, Parent and the Securityholders’ Agent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Fund to the Payment Agent for distribution to the Effective Time Holders, an amount in cash and shares of Parent Common Stock with an aggregate value equal to (i) the amount held in the Escrow Fund as of the Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, with the amount to be paid in cash and shares of Parent Common Stock consistent with the ratio of the value of the initial contribution of cash and Parent Common Stock deposited into the Escrow Fund, and each Effective Time Holder to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such Effective Time Holder’s Pro Rata Share. (h) Following the Expiration Date, after resolution and payment of a Continuing Claim, Parent and the Securityholders’ Agent shall, subject to Section 10.5(j), execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Fund to the Payment Agent for distribution to the Effective Time Holders, an amount in cash and shares of Parent Common Stock with an aggregate value equal to (i) the amount held in the Escrow Fund as of the date of such resolution and payment minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy other Continuing Claims (which amounts will continue to be held in the Escrow Fund), with the amount to be paid in cash and shares of Parent Common Stock consistent with the ratio of the value of the initial contribution of cash and Parent Common Stock deposited into the Escrow Fund, and each Effective Time Holder to receive a portion thereof equal to the product obtained by multiplying (1) the amount to be so released by (2) such Effective Time Holder’s Pro Rata Share. (i) For purposes of any amount to be released from the Escrow Fund in satisfaction of any Claimed Amount, Agreed Amount, or Stipulated Amount, the dollar value of a share of Parent Common Stock shall be deemed to be the Parent Common Stock Price, with the number of shares of Parent Common Stock to be released to a Parent Indemnitee rounded up to the nearest whole share. (j) With respect to any amount to be released from the Escrow Fund to the Effective Time Holders pursuant to this Section 10.5(j) or the Escrow Agreement: (i) if any former holder of Outstanding Capital Stock has not executed and delivered a properly completed Letter of Transmittal and surrendered such Effective Time Holder’s Company Stock Certificate in accordance with Section ‎1.9(b) (collectively, the “Payment Conditions”) prior to the delivery to the Escrow Agent of the applicable joint written instructions, then any amount that would otherwise be released to such Effective Time Holder shall be held by the Payment Agent, without interest, until such holder satisfies all of such Effective Time Holder’s applicable Payment Conditions; (ii) for purposes of Sections 1.5(a)(ii)(C) and 1.5(a)(iii)(C) only, amounts to be released from the Escrow Fund to be distributed to each Effective Time Holder shall be deemed to be the product of (A) the aggregate amount to be released from the Escrow Fund to the Effective Time Holders; multiplied by (B) each Effective Time Holder’s Pro Rata Share (it being understood that the amounts referred to in this clause “(ii)” have been taken into account in determining each Effective Time Holder’s Pro Rata Share, that no Effective Time Holder shall receive more than such Effective Time Holder’s Pro Rata Share of any amount released from the Escrow Fund); (iii) each distribution to be made from the Escrow Fund to a particular Effective Time Holder shall be effected in accordance with the payment delivery instructions set forth in such Effective Time Holder’s Letter of Transmittal, with respect to amounts to be distributed in respect of such Effective Time Holder’s Outstanding Capital Stock; and (iv) all written instructions to be delivered to the Escrow Agent with respect to any distribution from the Escrow Fund shall be consistent with this Section 10.5(j).

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (each, an “Indemnitee”) Indemnitee agrees that promptly after it becomes aware of facts that would reasonably be likely to give giving rise to a claim by it for indemnification pursuant to this Article XIVIII, such Indemnitee must assert its claim for indemnification under this Article XI VIII (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required to provide indemnification protection under this Article XI VIII (each, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such ClaimClaim (e.g., the underlying representation, warranty or covenant alleged to have been breached). Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a third party Claim Notice will not relieve the Indemnitor from Liability liability hereunder with respect to such Claim, Claim except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With In the event of the assertion of any third party Claim for which, by the terms hereof, an Indemnitor is obligated to indemnify an Indemnitee, the Indemnitor will have the right, at such Indemnitor’s expense, to assume the defense of same including the appointment and selection of counsel on behalf of the Indemnitee so long as such counsel is reasonably acceptable to the Indemnitee. If the Indemnitor elects to assume the defense of any such third party Claim, it shall within 30 days notify the Indemnitee in writing of its intent to do so. Subject to Section 8.4(c), the Indemnitor will have the right to settle or compromise or take any corrective or remediation action with respect to any claim on an account such Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnitor to a final conclusion or settled at the discretion of indemnifiable Losses that does not involve a the Indemnitor. The Indemnitee will be entitled, at its own cost, to participate with the Indemnitor in the defense of any such Claim. If the Indemnitor assumes the defense of any such third-party Claim but fails to diligently prosecute such Claim, or if the Indemnitor does not assume the defense of any such Claim, the Indemnitor shall have thirty (30) days from its receipt Indemnitee may assume control of such defense and in the event it is finally determined by a court of competent jurisdiction that the Claim Notice to dispute the Claim and provide was a written explanation matter for its position and supporting documentation. In the event that which the Indemnitor disputes a Claim Notice for a Claimis required to provide indemnification under the terms of this Article X, the Parties, Indemnitor will bear the reasonable costs and expenses of such defense (including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreementfees and expenses of counsel). (c) At Notwithstanding anything to the reasonable request of the Indemnitorcontrary in this Agreement, the Indemnitor will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnitee shall grant to any criminal liability, requires an admission of guilt or wrongdoing on the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties part of the Indemnitee and its Affiliates to or imposes any continuing obligation on or requires any payment from the extent reasonably related to Indemnitee without the Claim set forth in a Claim NoticeIndemnitee’s prior written consent.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI XII (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XIXII, such Indemnitee must assert its claim for indemnification under this Article XI XII (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required to provide indemnification protection under this Article XI XII (each, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect The Buyer Indemnitees will be entitled to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for bring a Claim, without duplication of any Losses, under any clause of Section 12.01, and the Parties, including appropriate management representatives, shall promptly seek Seller Indemnitees will be entitled to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for bring a Claim, then the Indemnitee may seek without duplication of any remedy available to it Losses, under this Agreementany clause of Section 12.02, in each case, even if such Claim could be brought under more than one of such clauses. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives all reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and Indemnitee, its Affiliates and the Acquired Company Group to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each Person entitled to be indemnified A Party that seeks indemnity under this Article XI 10 (each, an “IndemniteeIndemnified Party”) agrees that after it becomes aware of facts that would reasonably be likely to will give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly required Party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount, of any Losses incurred or reasonably expected to provide be incurred by the Indemnified Party, (ii) a reasonably detailed explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party, and (iii) a demand for payment of those Losses in accordance with the terms hereof. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: (A) agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (B) dispute the Indemnified Party’s entitlement to indemnification protection under by delivering to the 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. For purposes of this Article XI 10, (eachx) if the Purchaser (or any other Purchaser Indemnified Party) comprises the Indemnified Party, any references to Indemnifying Party (except provisions relating to an “Indemnitor”obligation to make or receive payments) specifyingshall be deemed to refer to the Seller, and (y) if the Purchaser comprises the Indemnifying Party, any references to the Indemnified Party shall be deemed to refer to the Seller. If an Indemnified Party delivers, before the expiration of the applicable survival period described in reasonable detailSection 10.5, the nature and basis for such Claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that Indemnifying Party, then such applicable survival period shall be deemed extended until the Indemnitor is materially prejudiced by such failure or delayfinal resolution thereof. (b) Any indemnification payments pursuant to this Article 10 will be made within five (5) Business Days after the earliest of (i) the date on which the amount of such payments are determined by mutual agreement of the Seller and the Purchaser, (ii) if an Objection Notice has not been timely delivered, the thirtieth (30th) day after the delivery of a Claim Notice and (iii) if an Objection Notice has been timely delivered, the date on which both such amount and the Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having jurisdiction over such Proceeding as permitted by Section 11.10. (c) With respect to any claim that a Purchaser Indemnified Party may have under Section 10.1(a) (other than in respect of a breach of or inaccuracy in a Fundamental Representation or a representation or warranty set forth in Section 4.14 (Tax Matters)) that is covered on the face of the R&W Insurance Policy, it shall be recovered exclusively under the R&W Insurance Policy. With respect to any claim that a Purchaser Indemnified Party may have under Section 10.1(a) that is based upon a breach of or inaccuracy in a Fundamental Representation or a representation or warranty set forth in Section 4.14 (Tax Matters), it shall be recovered first from the R&W Insurance Policy (to the extent covered on the face thereof and to the fullest amount which can be recovered thereunder with respect to a breach of or inaccuracy in such representation or warranty), and then the Escrow Amount, and then, to the extent that the amount available under the R&W Insurance Policy is exhausted and the Escrow Amount is exhausted or released, directly from the Seller. With respect to any claim that a Purchaser Indemnified Party may have under Section 10.1(a) that is based upon an Excluded Representation or under Section 2.4 with respect to any Leakage, it shall be first recovered from the Escrow Amount and then, to the extent that the Escrow Amount is exhausted or released, directly from the Seller. With respect to any claim that a Purchaser Indemnified Party may have under Section 10.1(b), (c), (d), (f), or (g), it shall be first recovered from the Escrow Amount and then, to the extent that the Escrow Amount is exhausted or released, directly from the Seller. For the avoidance of doubt, neither this Section 10.3(c) nor any other provision of this Agreement will inhibit any Purchaser Indemnified Party from obtaining any remedy that the Purchaser or any of its Affiliates may have against any insurer or under the R&W Insurance Policy. Any amount to be paid directly by the Seller pursuant to the foregoing in this Section 10.3(c) shall be paid directly by the Seller by wire transfer of immediately available United States dollars from the Seller to an account designated by the Purchaser. (d) On the third (3rd) Business Day after the date that falls twenty-four (24) months from the Closing Date (such date, the “Release Date”), the Seller and the Purchaser shall jointly instruct the Escrow Agent to disburse by wire transfer of indemnifiable Losses immediately available funds from the Escrow Amount an amount, if any, equal to (i) the remaining balance of the Escrow Amount minus (ii) the aggregate amount of any claims which shall have been asserted to be recovered from the Escrow Amount by any Purchaser Indemnified Party in accordance with this Agreement on or prior to such date and which remain pending on such date (any such claim as of a specified date, an “Escrow Pending Claim”) to the Seller. To the extent that does not involve a third-party on or after the Release Date, any amount shall have been reserved and withheld from distribution from the Escrow Amount on account of an Escrow Pending Claim and, subsequent to the Release Date, such Escrow Pending Claim is resolved, the Seller and the Purchaser shall, within three (3) Business Days of the resolution of such Escrow Pending Claim, jointly instruct the Indemnitor Escrow Agent to disburse by wire transfer of immediately available funds from the Escrow Amount to (A) the Purchaser an amount, if any, equal to the amount of Loss due in respect of such claim as finally determined and (B) an amount, if any, equal to (x) the amount then held in the Escrow Amount minus (y) the aggregate amount of any then remaining Escrow Pending Claims, for distribution to the Seller. (e) Notwithstanding anything to the contrary in this Article 10, in the event of an indemnification claim pursuant to Section 10.1(a) for which the Warranty Insurer notifies an Indemnified Party that it would be entitled to recover for such Losses from the R&W Insurance Policy but for the retention amount thereunder, the Seller and the Purchaser shall have thirty immediately (30and in no event later than three (3) days from its Business Days after receipt of such notice from the Claim Notice Warranty Insurer) jointly instruct the Escrow Agent to dispute disburse by wire transfer of immediately available funds from the Claim and provide a written explanation amount then remaining in the Escrow Amount to pay for its position and supporting documentation. In such claim amount to such Indemnified Party, without the event that requirement for the Indemnitor disputes Indemnified Party to deliver a Claim Notice for a Claimor otherwise perform any of the other procedural requirements of an Indemnified Party under this Section 10.3; provided that, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If aggregate amount paid from the Parties are unable to resolve Escrow Amount for the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request reason of the Indemnitor, foregoing shall in no event exceed the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties product of the Indemnitee and its Affiliates to Sale Ratio multiplied by the extent reasonably related to the Claim set forth in a Claim NoticeRetention Amount.

Claim Procedures. (a) Each Person entitled In order for an Indemnified Party to be indemnified duly make a valid claim under Section 8.2, the Indemnified Party must (as promptly as reasonably practicable following the first date (following the Closing Date) on which such Indemnified Party has knowledge of facts, matters or circumstances from which it is reasonably apparent that an occurrence giving rise to a right of indemnification under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would Agreement is likely to have occurred or could reasonably be likely expected to occur, but in no event later than the Covered Matter Expiration Date) provide written notice to the Member Representative, which notice shall set forth a description in reasonable detail of the occurrence(s) that gave rise or are reasonably expected to give rise to a claim by it for indemnification pursuant the amounts specified in Section 8.2 which the Indemnified Party alleges to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (eachhave occurred, a “Claim”) prior description of the facts and circumstances giving rise to such occurrences, the estimated amount of Losses that have been or are reasonably expected to be imposed, sustained, incurred, suffered or asserted in connection therewith or arising therefrom (to the applicable Cutoff Date by providing extent then ascertainable or estimable), and a written notice description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) ). The Indemnified Party shall cooperate with and provide to the Person allegedly required Member Representative such information under the Indemnified Party’s control as the Member Representative may reasonably request for the purposes of determining the validity of the allegations made in the Claim Notice and shall keep the Member Representative reasonably informed of factual and procedural developments (including additional information which may come under the Indemnified Party’s control) in connection therewith. (b) Following the Closing, the Indemnified Party shall be entitled to provide indemnification protection under this Article XI control the defense of any third-party claim, proceeding or investigation with respect to any indemnified matter other than Specified Taxes (eacha “Third-Party Claim”); provided, an “Indemnitor”that, subject to applicable Law, the Indemnified Party shall (a) specifyingas promptly as reasonably practicable, furnish to the Member Representative copies of any notices or written communications, and inform the Member Representative in reasonable detail of any oral communications (other than those that would reasonably be considered immaterial), in each case received by the Indemnified Party from any Governmental Entity in respect of the Covered Matter, (ii) provide reasonable detailnotice to the Member Representative in advance of any proposed meeting with any Governmental Entity in respect of any Covered Matter (for the avoidance of doubt, to include any meeting initiated by the Indemnified Party or its Representatives) and give the Member Representative and its counsel the opportunity to attend and participate thereat and (iii) provide the Member Representative (at the sole cost and expense of the Member Representative) an opportunity to review in advance any proposed written or material oral communications (including, for the avoidance of doubt, any filings or notices) proposed to be made by the Indemnified Party to any Governmental Entity in connection with any Covered Matter. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement or compromise with respect to any Third-Party Claim without the prior written consent of the Member Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and in no event may any Person consent to the entry of judgment or enter into any settlement or compromise with respect to the Covered Matter that would result in aggregate fines, penalties and restitution in excess of one-half of the Indemnity Holdback Amount without the prior written approval of Axxxx Xxxxxx, which approval shall not be unreasonably withheld, conditioned or delayed. (c) In the case of any third-party claim, proceeding or investigation with respect to Specified Taxes (a “Tax Claim”), the nature and basis for Member Representative shall be entitled to control the defense of such Tax Claim. Notwithstanding the foregoing, an Indemnitee’s failure the Member Representative shall (i) as promptly as reasonably practicable, furnish to send the Indemnified Party copies of any notices or delay written communications, and inform the Indemnified Party in sending a Claim Notice will not relieve reasonable detail of any material oral communications, in each case received by the Indemnitor Member Representative from Liability hereunder any Governmental Entity in respect of the Tax Claim, (ii) subject to applicable Law, keep the Indemnified Party reasonably informed with respect to the status of such Tax Claim, except in the event and only including by providing to the extent that Indemnified Party, at least ten (10) Business Days in advance, any proposed written communications (including, for the Indemnitor is materially prejudiced avoidance of doubt, any filings or notices) proposed to be made by such failure or delay. (b) With respect the Member Representative to any claim on an account of indemnifiable Losses that does not involve a third-party Governmental Entity in connection with any Tax Claim, for the Indemnitor shall have thirty Indemnified Party’s review and comment (30) days from its receipt at the sole cost and expense of the Claim Notice Indemnified Party), and by giving the Indemnified Party advance notice of, and opportunity to dispute the Claim attend, at its own expense, any in-person or telephonic meetings, and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for a (iii) not enter into any settlement of, or otherwise compromise, any such Tax Claim, without the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request prior written consent of the IndemnitorIndemnified Party, the Indemnitee which consent shall grant the Indemnitor and its Representatives reasonable access to the booksnot be unreasonably withheld, recordsconditioned, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Noticeor delayed.

Claim Procedures. (a) Each Person entitled to be indemnified under this Article XI (eachAny claim for indemnification, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification compensation or reimbursement pursuant to this Article XI7 (and, at the option of any Indemnitee, any claim based upon fraud, intentional misrepresentation or willful misconduct) shall be brought and resolved exclusively as follows: (a) If any Indemnitee has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, Damages for which it is or may be entitled to indemnification, compensation or reimbursement under this Article 7 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement or the Share Purchase, such Indemnitee must assert its may deliver a claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing a written notice (a “"Claim Notice”") to the Person allegedly required to provide indemnification protection under this Article XI (eachShareholders or Purchaser, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such Claimas applicable. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Each Claim Notice will not relieve shall: (i) contain a brief description of the Indemnitor facts and circumstances supporting the Indemnitee's claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate of the amount to which the Indemnitee might be entitled (the aggregate amount of such estimate, as it may be modified by the Indemnitee in good faith from Liability hereunder with respect time to such Claimtime, except in being referred to as the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay"Claimed Amount"). (b) With respect to any claim on an account During the twenty (20) Business Day period commencing upon receipt by the Shareholders or Purchaser of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for from an Indemnitee (the "Dispute Period"), each Shareholder or Purchaser, as applicable, may deliver to the Indemnitee a Claimwritten response (the "Response Notice") in which the Shareholder or Purchaser, as applicable: (i) agrees that the Partiesfull Claimed Amount is owed to the Indemnitee; (ii) agrees that part, including appropriate management representativesbut not all, shall promptly seek of the Claimed Amount is owed to negotiate a resolution in good faiththe Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Parties are unable Response Notice is delivered in accordance with clause "(ii)" or clause "(iii)" of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Shareholder's or Purchaser's, as applicable, claim that only a portion or no part of the Claimed Amount is owed to resolve the dispute within one hundred twenty Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (120or the entire Claimed Amount, if the Shareholder or Purchaser, as applicable, asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) days after is referred to herein as the Indemnitor first receives "Contested Amount" (it being understood that the Claim Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice for a Claimis not received by the Indemnitee from the Shareholder or Purchaser, as applicable, prior to the expiration of the Dispute Period, then such Shareholder or the Indemnitee may seek any remedy available Purchaser, as applicable, shall be conclusively deemed to it under this Agreementhave agreed that an amount equal to the full Claimed Amount is owed to the Indemnitee. (c) At If the reasonable request Shareholder or Purchaser, as applicable, in its Response Notice agrees that the full Claimed Amount is owed to the Indemnitee, or if no Response Notice is received by the Indemnitee from the Shareholder or the Purchaser, as applicable, prior to the expiration of the IndemnitorDispute Period, then: (x) in the case of a claim by a Shareholder Indemnitee, Purchaser shall pay the Claimed Amount to the Shareholders within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period; and (y) in the case of a claim by a Purchaser Indemnitee: (i) within three (3) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, Purchaser and the Shareholder shall agree to release the Claimed Amount to Purchaser Indemnitee from the applicable future payments to the Shareholders otherwise owing pursuant to this Agreement or the Royalty Agreement. (d) If the Shareholder or Purchaser, as applicable, delivers a Response Notice to the Indemnitee during the Dispute Period agreeing that part, but not all, of the Claimed Amount is owed to the Indemnitee (the "Agreed Amount"), then if accepted by the Indemnitee in writing: (x) in the case of a claim by a Shareholder Indemnitee, Purchaser shall pay the Agreed Amount to the Shareholders within three (3) Business Days following the delivery of such Response Notice; and (y) in the case of a claim by a Purchaser Indemnitee without further act or formality, the Purchaser may release the Agreed Amount to the Purchaser Indemnitee from the applicable future payments to the Shareholders otherwise owing pursuant to this Agreement or the Royalty Agreement. (e) If the Shareholder or Purchaser, as applicable, delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Shareholder or Purchaser, as applicable, and the Indemnitee shall grant attempt in good faith to resolve the Indemnitor and its Representatives reasonable access dispute related to the booksContested Amount. If the Shareholder or Purchaser, recordsas applicable, employees and the Indemnitee resolve such dispute, such resolution shall be binding on the Shareholder or Purchaser, as applicable, the Indemnitor(s) and such Indemnitee and a settlement agreement stipulating the amount owed to such Indemnitee (including for conferencesthe "Stipulated Amount") shall be signed by such Indemnitee and the Shareholder or Purchaser, discovery and proceedings as applicable. In the case of a claim by a Shareholder Indemnitee, Purchaser shall pay the Stipulated Amount to the Shareholder within three (3) Business Days following the execution of such settlement agreement, or such shorter period of time as may be reasonably requestedset forth in the settlement agreement; and (y) and properties in the case of a claim by a Purchaser Indemnitee, within three (3) Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, Purchaser release the Stipulated Amount to Purchaser Indemnitee and its Affiliates from the Secondary Payment (to the extent reasonably related available). If the Secondary Payment is insufficient to cover the full Stipulated Amount, Purchaser may set off the amount of such deficiency against the applicable future payments to the Shareholders otherwise owing pursuant to this Agreement or the Royalty Agreement. (f) In the event that there is a dispute relating to any Claim set forth in Notice or Contested Amount (whether it is a Claim Noticematter between the Indemnitee, on the one hand, and a Shareholder or the Purchaser, as applicable, on the other hand, or it is a matter that is subject to a claim or Legal Proceeding asserted or commenced by a third party brought against the Indemnitee or any of the Company or its direct or indirect Subsidiaries), such dispute shall be settled by the Ontario Superior Court of Justice.

Claim Procedures. (a) Each If Person is entitled to be indemnified under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI VII (eachthe “Indemnified Party”), such Person may make a claim under this Article VII (a “Claim”) prior ), by delivering to the applicable Cutoff Date by providing a written notice (a “Claim Notice”) to the Person allegedly party required to provide indemnification protection under this Article XI hereunder (each, an the “IndemnitorIndemnifying Party”) specifyingprompt written notice of such Claim (the “Claims Notice”), which notice shall specify in reasonable detaildetail the basis of such Claim and the facts pertaining thereto, and indicating the nature and sections of this Agreement allegedly breached which are the basis for such Claim. Notwithstanding Claim and the foregoing, an Indemnitee’s failure to send or delay in sending a Claim Notice will not relieve best estimate of the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only amount to the extent determinable or estimable as of the date of such Claims Notice of the Damages that have been or may be suffered by the Indemnified Party; provided that the Indemnitor is materially prejudiced by failure to so notify any Indemnifying Party shall not relieve such Indemnifying Party of its obligations hereunder except to the extent such failure or delayshall have actually prejudiced such Indemnifying Party. (b) With respect to In the case of any claim on an account of indemnifiable Losses Claim that does is not involve a thirdThird-party Party Claim, the Indemnitor Indemnifying Party shall have respond to the Indemnified Party (a “Claim Response”) within thirty (30) days from its receipt of (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Notice Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim and provide a written explanation for its position and supporting documentation. In described in the event that the Indemnitor disputes a Claim Notice for a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faithrelated Claims Notice. If the Parties are unable Indemnifying Party elects not to resolve dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the dispute Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay in cash within one hundred twenty fifteen (12015) days after the Indemnitor first receives last day of the applicable Response Period the amount of Damages due pursuant to this Article VII. If the Indemnifying Party delivers a Claim Notice Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute for a Claim, then the Indemnitee may seek any remedy available period of no more than thirty (30) days before otherwise seeking to it enforce their respective rights under this AgreementArticle VII. (c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the Claim set forth in a Claim Notice.

Claim Procedures. (a) Each In order to make a claim for indemnification, compensation or reimbursement pursuant to this Section 10, the Person entitled making such claim must provide written notice to be indemnified the Securityholders’ Agent, in the case of claims by an Indemnitee, or Parent, in the case of claims by an Effective Time Holder (each a “Claim Notice”) describing, in reasonable detail, the basis for the claim under this Article XI Agreement and, to the extent known, the amount of any Damages. With respect to any claim for indemnification, compensation or reimbursement pursuant to this Section 10 that does not involve a Third Party Claim (eachas defined below) (a “Non-Third Party Claim”), if Parent and the Securityholders’ Agent have not mutually agreed upon a resolution of such Non-Third Party Claim within 30 days of the Claim Notice with respect to such Non-Third Party Claim (a “Non-Third Party Claim Notice”) being delivered, then such claim shall be resolved in accordance with Section 11.8. (b) Upon an Indemnitee’s receipt of any notice of the assertion or commencement of any claim or Legal Proceeding by a Person (other than an Indemnitee, an “Indemnitee”Effective Time Holder, the Securityholders’ Agent or any of their respective successors or permitted assigns) agrees that after it becomes aware of facts that would reasonably be likely to may give rise to a claim by it for indemnification pursuant to this Article XISection 10 (a “Third Party Claim”) by an Indemnitee, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior shall promptly deliver to the applicable Cutoff Date by providing Securityholders’ Agent a written notice (a “Third Party Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, to the Person allegedly required extent known, and including (i) a copy of all papers served on such Indemnitee with respect to provide such Third Party Claim, (ii) an estimate of the amount of Damages that may arise from such Legal Proceeding, to the extent known (the aggregate amount of such estimate, if any, being referred to as the “Claimed Amount”), and (iii) describing in reasonable detail the basis for the request for indemnification protection under this Article XI Agreement. Failure to notify the Securityholders’ Agent in accordance with this Section 10.5(b) will not relieve the Effective Time Holders of any liability that they may have to the Indemnitee pursuant to this Section 10, except to the extent (each, an “Indemnitor”1) specifying, in reasonable detail, the nature and basis for defense of such Claim. Notwithstanding Third Party Claim is prejudiced by the foregoing, an Indemnitee’s failure to send give such notice or delay in sending (2) the Indemnitee fails to deliver a Claim Notice will not relieve the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay. (b) With respect to any claim on an account of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Third Party Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In Securityholders’ Agent prior to the event that expiration of the Indemnitor disputes a Claim Notice for a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate a resolution applicable survival period specified in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this AgreementSection 10.1. (c) At Upon an Effective Time Holder’s or the reasonable request Securityholders’ Agent’s receipt of any notice of the Indemnitorassertion or commencement of any Third Party Claim that may give rise to a claim for indemnification pursuant to this Section 10 by an Effective Time Holder, the Indemnitee Securityholders’ Agent shall grant promptly deliver to Parent a Third Party Claim Notice describing in reasonable detail the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties nature of the Indemnitee and its Affiliates Third Party Claim, to the extent reasonably related known, and including (i) a copy of all papers served with respect to such Third Party Claim, (ii) an estimate of the Claimed Amount, to the extent known, and (iii) describing in reasonable detail the basis for the request for indemnification under this Agreement. Failure to notify Parent in accordance with this Section 10.5(c) will not relieve Parent of any liability that they may have to the Effective Time Holder pursuant to this Section 10, except to the extent (1) the defense of such Third Party Claim set forth in is prejudiced by the Securityholders’ Agent’s failure to give such notice or (2) the Securityholders’ Agent fails to deliver a Claim NoticeNotice to Parent prior to the expiration of the applicable survival period specified in Section 10.1.

Claim Procedures. Any claim for indemnification, compensation or reimbursement pursuant to Section 10 (and, at the option of any Parent Indemnitee, any claim based upon fraud or intentional misrepresentation committed by an Effective Time Holder) shall be brought and resolved exclusively as follows: (a) Each Person If any Parent Indemnitee has or claims in good faith to have incurred or suffered, or reasonably believes in good faith that it may incur or suffer, Damages for which it is or may be entitled to be indemnified indemnification, compensation or reimbursement under this Article XI (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XISection 10, such Parent Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior to the applicable Cutoff Date by providing may deliver a written claim notice (a “Claim Notice”) to the Person allegedly required Securityholders’ Agent (subject at all times to provide the applicable survival periods and indemnification protection limitations under this Article XI Section 10). Each Claim Notice shall: (each, an “Indemnitor”i) specifying, contain a brief description in reasonable detail, detail of the nature facts and basis for such Claim. Notwithstanding circumstances supporting the foregoing, an Parent Indemnitee’s failure claim; and (ii) contain a non-binding, preliminary, good faith estimate of the amount to send or delay which the Parent Indemnitee might be entitled (the aggregate amount of such estimate, as it may be modified by the Parent Indemnitee in sending a Claim Notice will not relieve good faith from time to time, being referred to as the Indemnitor from Liability hereunder with respect to such Claim, except in the event and only to the extent that the Indemnitor is materially prejudiced by such failure or delay“Claimed Amount”). (b) With respect to any claim on an account During the 30-day period commencing upon receipt by the Securityholders’ Agent of indemnifiable Losses that does not involve a third-party Claim, the Indemnitor shall have thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Claim Notice for from a ClaimParent Indemnitee (the “Dispute Period”), the PartiesSecurityholders’ Agent may deliver to the Parent Indemnitee a written response (the “Response Notice”) in which the Securityholders’ Agent: (i) agrees that the full Claimed Amount is owed to the Parent Indemnitee; (ii) agrees that part, including appropriate management representativesbut not all, shall promptly seek of the Claimed Amount is owed to negotiate a resolution in good faiththe Parent Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Parent Indemnitee. If the Parties are unable Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Securityholders’ Agent’s claim that only a portion or no part of the Claimed Amount is owed to resolve the dispute within one hundred twenty Parent Indemnitee, as the case may be. After delivery of a Claim Notice, the Securityholder’s Agent shall have reasonable and timely access to all records and materials of Parent, the Surviving Corporation or any Parent Indemnitee reasonably requested by Securityholder’s Agent in writing in order to review and assess such Claim Notice. Any part of the Claimed Amount that is not agreed to be owed to the Parent Indemnitee pursuant to the Response Notice (120or the entire Claimed Amount, if the Securityholders’ Agent asserts in the Response Notice that no part of the Claimed Amount is owed to the Parent Indemnitee) days after is referred to herein as the Indemnitor first receives “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Parent Indemnitee to the Claimed Amount to the extent based on facts and circumstances underlying the original Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this AgreementNotice). (c) At If the reasonable request Securityholders’ Agent in its Response Notice agrees that the full Claimed Amount is owed to the Parent Indemnitee, or if no Response Notice is received by the Parent Indemnitee from the Securityholders’ Agent prior to the expiration of the IndemnitorDispute Period, then: (i) Parent and Securityholders’ Agent shall, within three (3) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Claimed Amount to the Parent Indemnitee from the Escrow Fund; and (ii) if the amount held in the Escrow Fund is insufficient to cover the full Claimed Amount, then, subject to the limitations contained in Section 10.3, each Effective Time Holder shall pay within ten (10) Business Days following the earlier of the delivery of such Response Notice or the expiration of the Dispute Period, such Effective Time Holder’s Aggregate Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (d) If the Securityholders’ Agent delivers a Response Notice to the Parent Indemnitee during the Dispute Period agreeing that part, but not all, of the Claimed Amount is owed to the Parent Indemnitee (the “Agreed Amount”), then: (i) Parent and Securityholders’ Agent shall, within three Business Days following the delivery of such Response Notice, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Agreed Amount to such Parent Indemnitee from the Escrow Fund; and (ii) if the amount held in the Escrow Fund is insufficient to cover the full Agreed Amount, then, subject to the limitations contained in Section 10.3, each Effective Time Holder shall pay within ten (10) Business Days following the delivery of such Response Notice, such Effective Time Holder’s Aggregate Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (e) If the Securityholders’ Agent delivers a Response Notice to the Parent Indemnitee during the Dispute Period expressly stating that there is a Contested Amount, then, during the 30-day period following delivery of such Response Notices (the “Resolution Period”), the Securityholders’ Agent and the Parent Indemnitee shall grant attempt in good faith to resolve the Indemnitor and its Representatives reasonable access dispute related to the booksContested Amount. If the Securityholders’ Agent and the Parent Indemnitee resolve such dispute, recordssuch resolution shall be binding on the Securityholders’ Agent, employees the Effective Time Holders and such Parent Indemnitee, and a settlement agreement stipulating the amount owed to such Parent Indemnitee (including for conferencesthe “Stipulated Amount”) shall be signed by such Parent Indemnitee and the Securityholders’ Agent. Within three Business Days following the execution of such settlement agreement, discovery and proceedings or such shorter period of time as may be reasonably requested) set forth in the settlement agreement, Parent and properties of the Securityholders’ Agent shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Stipulated Amount to the Parent Indemnitee and its Affiliates from the Escrow Fund (to the extent reasonably related of the Escrow Fund). If the amount held in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the Claim limitations contained in Section 10.3, each Effective Time Holder shall pay within ten (10) Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, such Effective Time Holder’s Aggregate Pro Rata Share of the amount of such deficiency to the Parent Indemnitee. (f) Following the Resolution Period, in the event that there is a dispute relating to any Claim Notice or Contested Amount (whether it is a matter between the Parent Indemnitee, on the one hand, and the Securityholders’ Agent (on behalf of the Effective Time Holders), on the other hand, or it is a matter that is subject to a claim or Legal Proceeding asserted or commenced by a third party brought against the Parent Indemnitee or either Acquired Entity), such dispute (a “Claim Dispute”) shall be settled pursuant to Section 11.9. Notwithstanding the preceding sentence, nothing in this Section 10.5(f) shall prevent the Parent Indemnitee from seeking preliminary injunctive relief from a court of competent jurisdiction at any time whether pending settlement of a Claim NoticeDispute or otherwise. The judgment or decree of a court of a Claim Dispute shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined unless otherwise agreed in writing by the parties. (g) Subject to the Holdback Agreements, promptly after the Expiration Date, Parent will notify the Securityholders’ Agent in writing of the amount that Parent determines in good faith to be reasonably necessary to satisfy all claims for indemnification, compensation or reimbursement that have been properly asserted pursuant to this Section 10.5, but not resolved,

Claim Procedures. (a) Each Person entitled Subject to be indemnified the limitations set forth in Section 9.3, in the event any Indemnified Party wishes to assert a claim under this Article XI (eachIX, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article XI, such Indemnitee must assert its claim for indemnification under this Article XI (each, a “Claim”) prior Acquiror shall deliver to the applicable Cutoff Date by providing Securityholder Representative a written claim notice signed by one of its authorized representatives (a “Claim Notice”): (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) to the Person allegedly required to provide indemnification protection under this Article XI (eachextent reasonably available, an “Indemnitor”) specifying, specifying a good faith estimate of such Losses in reasonable detail, the nature date that each such Loss was paid, incurred, suffered or sustained, and the basis for such Claimanticipated Losses, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Notwithstanding A Claim Notice may be updated from time to time by the foregoing, an Indemnitee’s party delivering such Claim Notice to reflect any change in circumstances following the date thereof. A failure to send or delay give complete, accurate, or, subject to the survival periods set forth in sending Section 9.1, timely notice of a Claim Notice will not relieve affect the Indemnitor from Liability hereunder rights or obligations of any Indemnified Party hereunder. If a claim under this Article IX may be brought under different or multiple sections, clauses or sub-clauses of Section 9.2(a) (or with respect to different or multiple representations, warrants or covenants), then the applicable Indemnified Parties shall have the right to bring such Claimclaim under any or each such section, except in clause, subclauses, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the event and only Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to the extent that the Indemnitor is materially prejudiced by such failure or delayseek indemnification under any other Subject Provision. (b) With respect to any claim If the Securityholder Representative (on an account behalf of indemnifiable Losses that does the Indemnifying Parties) shall not involve a third-party Claim, the Indemnitor shall have object in writing within thirty (30) days from its receipt of the Claim Notice to dispute the Claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes delivery of a Claim Notice for (the “Objection Deadline”) by delivery of a Claim, the Parties, including appropriate management representatives, shall promptly seek to negotiate written notice of objection containing a resolution in good faith. If the Parties are unable to resolve the dispute within one hundred twenty (120) days after the Indemnitor first receives the Claim Notice for a Claim, then the Indemnitee may seek any remedy available to it under this Agreement. (c) At the reasonable request reasonably detailed description of the Indemnitor, the Indemnitee shall grant the Indemnitor facts and its Representatives reasonable access circumstances known to the booksIndemnifying Parties supporting an objection to the applicable claim (a “Claim Objection Notice”), records, employees such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative (including for conferences, discovery and proceedings as may be reasonably requested) and properties on behalf of the Indemnitee and its Affiliates Indemnifying Parties) that the applicable Indemnified Party is entitled to the extent reasonably related to full amount of the Claim claim for Losses set forth in a such Claim NoticeNotice (an “Unobjected Claim”). In such event, the Losses that are Losses for which the Indemnifying Parties are entitled payment under the Unobjected Claim shall be satisfied in accordance with Section 9.6.