Common use of Claim Procedures Clause in Contracts

Claim Procedures. Any claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) 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 under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) contain a brief description of the 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 (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period set forth in Section 10.1). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.

Claim Procedures. Any claim AEO shall give BreitBurn prompt written notice of any third party action or other Damages claims which may give rise to any indemnity obligation under this Section 10.4, together with the estimated amount of such action or Damage, and BreitBurn shall have the right to assume the defense of any such action through counsel of its own choosing, by so notifying AEO within sixty days of receipt of AEO’s written notice; provided, however, that BreitBurn’ counsel shall be reasonably satisfactory to AEO. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If AEO desires to participate in any such defense assumed by BreitBurn it may do so at its sole cost and expense. If BreitBurn declines to assume any such defense, it shall be liable for indemnification all reasonable costs and expenses of defending such action incurred by AEO, including reasonable fees and disbursements of counsel in the event it is ultimately determined that BreitBurn is liable for such action pursuant to Section 10 (the terms of this Agreement. If BreitBurn has assumed any such defense, but thereafter BreitBurn has failed to diligently maintain such defense, then AEO shall give BreitBurn written notice thereof and, at if BreitBurn does not take reasonable action to remedy such failure within thirty days after receipt, then AEO may assume such defense and BreitBurn shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that AEO diligently maintains such defense and is commercially reasonable (given the option size and nature of the claim involved) in the manner of defense and the costs and expenses incurred. BreitBurn shall not, without the written consent of a AEO Indemnified Party, settle any action or claim against such AEO Indemnified Party or consent to the entry of any Indemnitee, any claim based upon fraud judgment with respect thereto that (i) does not result in a final resolution of the AEO Indemnified Party’s liability with respect to such action or claim (including, in the case of a party hereto or settlement, an unconditional written release of the AEO Indemnified Party hereunder) 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 under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) contain a brief description of the 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 (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period set forth in Section 10.1). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when from all appeals taken shall have been finally determined. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts further liability in respect of such claims from action or claim) or (ii) would result in the Indemnity Escrow Fund prior to seeking to recover amounts in respect imposition of such claims directly from any Effective Time Holdera consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the AEO Indemnified Party, other than conduct which violates a Law.

Claim Procedures. Any The following provisions shall control in the event of any Cargo Loss, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to notify XXXXXX in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care, and in no event later than forty-five (45) days after the pick-up by XXXXXX of the securely sealed container in connection with which the Cargo Loss is asserted. If notice of the Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) Cargo Loss shall be brought deemed waived 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 released by the CUSTOMER. All claim notices must be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) signed and received on company letterhead and contain a brief description of the facts loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and circumstances supporting documentation if available at the Indemnitee’s claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at xxxxxx0@xx.xxxxxx.xxx. It is agreed that both parties will work together to determine the extent of the amount to which Cargo Loss, and if possible, the Indemnitee might be entitled (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate cause of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period Cargo Loss. b) Notwithstanding anything set forth in Section 10.1this Agreement to the contrary, the sole liability of LOOMIS in the event of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liability Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the identity of the maker or endorser of the check, identification of the payee and identification of the financial institution upon which the check is drawn. CUSTOMER agrees in the event of a loss, that any liability of LOOMIS shall be reduced by the face value of reconstructed or recovered item(s). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.

Claim Procedures. Any claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunderfraud) 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 under Section 6.6 6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 Agent or Section 10.1Parent as applicable. Each Claim Notice shall: (i) contain a brief description of the 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 (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period set forth in Section 10.1)entitled. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as . (c) In the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification event that have been asserted but not resolvedany Parent Indemnitee is determined pursuant to this Section 10.5 to be entitled to indemnification, the such Parent Indemnitees Indemnitee shall seek be entitled to recover amounts in respect of such claims a distribution from the Indemnity Escrow Fund prior in an amount equal to seeking to recover amounts the Damages incurred or suffered in respect of such claims directly from any Effective Time Holderconnection therewith.

Claim Procedures. Any The following provisions shall control in the event of any Cargo Loss, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to notify LOOMIS in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care, and in no event later than forty-five (45) days after the pick-up by LOOMIS of the securely sealed container in connection with which the Cargo Loss is asserted. If notice of the Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) Cargo Loss shall be brought deemed waived 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 released by the CUSTOMER. All claim notices must be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) signed and received on company letterhead and contain a brief description of the facts loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and circumstances supporting documentation if available at the Indemnitee’s claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at xxxxxx0@xx.xxxxxx.xxx. It is agreed that both parties will work together to determine the extent of the amount to which Cargo Loss, and if possible, the Indemnitee might be entitled (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate cause of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period Cargo Loss. b) Notwithstanding anything set forth in Section 10.1this Agreement to the contrary, the sole liability of LOOMIS in the event of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liability Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the identity of the maker or endorser of the check, identification of the payee and identification of the financial institution upon which the check is drawn. CUSTOMER agrees in the event of a loss, that any liability of LOOMIS shall be reduced by the face value of reconstructed or recovered item(s). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.

Claim Procedures. Any If a Person is entitled to indemnification under this Article V (the “Indemnified Party”), such party may make claim for under this Article V (a “Claim”) by delivering to the party required to provide indemnification hereunder (the “Indemnifying Party”) written notice of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent known, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) days (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 Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the 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 within thirty (30) days after the last day of the applicable Response Period the amount of Damages due pursuant to Section 10 (and, at this Article V. If the option of any Indemnitee, any claim based upon fraud with respect Indemnifying Party delivers a Claim Response not relating to a party hereto Third-Party Claim within the Response Period indicating that it disputes one or an more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party hereunder) shall be brought promptly meet and resolved exclusively as follows: (a) If any Indemnitee has or claims act 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 settle the dispute before otherwise seeking to indemnification enforce their respective rights under this Article V. Any obligation of Alexander to indemnify Lattice Indemnified Parties pursuant to Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) contain a brief description of the 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 (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period set forth in Section 10.1). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee 5.2 shall be entitled under Section 6 or this Section 10 payable in shares of Company Common Stock. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be determined valued at the volume weighted average price (icomputed using Bloomberg) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court shall be deemed final when share of Company Common Stock for 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. So long as 30-trading day period ending on the amount in date preceding the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of date on which such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holderpayment is made.

Claim Procedures. Any The following provisions shall control in the event of any Cargo Loss, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to notify LOOMIS in writing within forty-five (45) calendar days after the loss is discovered or should have been discovered in the exercise of due care, and in no event later than forty-five (45) days after the pick-up by LOOMIS of the securely sealed container in connection with which the Cargo Loss is asserted. If notice of the Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) Cargo Loss shall be brought deemed waived 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 released by the CUSTOMER. All claim notices must be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) signed and received on company letterhead and contain a brief description of the facts loss to include: date of service/date of loss, claim amount, Loomis branch performing serviceATM number if applicable, customer contact information with payment instructions and circumstances supporting documentation if available at the Indemnitee’s claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at xxxxxx0@xx.xxxxxx.xxx. It is agreed that both parties will work together to determine the extent of the amount to which Cargo Loss, and if possible, the Indemnitee might be entitled (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate cause of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period Cargo Loss. b) Notwithstanding anything set forth in Section 10.1)this Agreement to the contrary, the sole liability of LOOMIS in the event of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. (bc) After CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the giving event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any Claim Notice pursuant heretoloss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by Maximum Liability Coverage amount, include the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree face value of any court of competent jurisdiction lost or (iii) by any other means to which the Indemnitee and the Securityholdersdestroyed check. LOOMIS’ Agent or Parentliability, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount unless otherwise stated in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.this Agreement

Claim Procedures. Any claim for indemnification pursuant to Section 10 (and, at The following provisions shall control in the option event of any Indemniteeloss or claim, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a loss, CUSTOMER agrees to notify SECTRAN in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care. CUSTOMER agrees that any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) loss shall be brought reported by CUSTOMER to SECTRAN within forty-five (45) days after the pick-up by SECTRAN of the securely sealed container in connection with which the loss is asserted. Unless such notice has been received by SECTRAN within this forty-five (45) day period, such claim shall be deemed waived and resolved exclusively released by the CUSTOMER. It is agreed that both parties will work together to determine the extent of the loss, and if possible, the cause of loss. b) The sole liability of SECTRAN (except as follows:stated in this Agreement) in the event of a loss, from whatever cause, shall be subject to the Liability Coverage per Shipment Amount set forth in this Agreement or the Excess Liability Coverage, if not declined by the CUSTOMER. (ac) If any Indemnitee Unless CUSTOMER has or claims opted-out of its reconstruction obligations in good faith writing above, CUSTOMER shall retain sufficient information to have incurred or sufferedallow reconstruction of item(s) in the event of a loss. In addition, CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or believes destroyed items constituting a part of any loss. SECTRAN’s liability, unless otherwise stated in good faith that it may incur or suffer, Damages for which it is or may be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, shall be the Merger payment to the CUSTOMER for the reasonable costs necessary to reconstruct the item(s), any necessary cost because of stop-payment procedures or any reasonable costs associated with CUSTOMER providing information and assistance with recovery of loss. The term “Reconstruction” is defined to mean the identification of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”item(s) only to the Securityholders’ Agent, subject to extent of determining the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (iface amount of said item(s) contain a brief description and the identity of the facts and circumstances supporting maker or endorser of each or providing audit trail, foreign or internal network information, data, customer information or other relevant information to allow SECTRAN to recover any and/or all item(s) or cash associated with loss. CUSTOMER agrees in the Indemnitee’s claim; and (ii) if practicableevent of a loss, contain a non-binding, preliminary, good faith estimate that any liability of SECTRAN shall be reduced by the amount to which the Indemnitee might be entitled (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate face value of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period set forth in Section 10.1reconstructed or recovered item(s). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.

Claim Procedures. Any claim for indemnification pursuant to Section 10 (and, at the option of In case any Indemnitee, any claim based upon fraud with respect to a party hereto or such action is brought against an Indemnified Party hereunder) and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this ‎Section 7.3 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, an Indemnified Party shall have the right to retain its own counsel reasonably satisfactory to the Indemnifying Party, but the reasonable fees and expenses of such counsel shall be brought and resolved exclusively as follows: at the expense of such Indemnified Party unless (a) If the Indemnifying Party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such Indemnified Party or (b) the named parties to any Indemnitee has such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual 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 potential conflicts of interests between them based on the advice of such counsel. It is or may be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) contain a brief description of the 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 (it being acknowledged and agreed that the applicable Indemnitee Indemnifying Party shall provide a good faith estimate not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the amount to Indemnified Party, which the Indemnitee might shall not be entitled prior to the expiration of the applicable survival period set forth in Section 10.1). (b) After the giving unreasonably withheld, conditioned, or delayed, effect any settlement of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 pending or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims directly from any Effective Time Holderthat are the subject matter of such proceeding.

Claim Procedures. Any The following provisions shall control in the event of any Cargo Loss, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to notify XXXXXX in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care, and in no event later than forty-five (45) days after the pick-up by XXXXXX of the securely sealed container in connection with which the Cargo Loss is asserted. If notice of the Cargo Loss is not received by XXXXXX within this forty -five (45) day period, the claim for indemnification pursuant to Section 10 (and, at the option of any Indemnitee, any claim based upon fraud with respect to a party hereto or an Indemnified Party hereunder) Cargo Loss shall be brought deemed waived 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 released by the CUSTOMER. All claim notices must be entitled to indemnification under Section 6.6 or this Section 10 or for which it is or may otherwise be entitled to a monetary remedy relating to this Agreement, the Merger or any of the transactions contemplated hereby or thereby, such Indemnitee may deliver a claim notice (a “Claim Notice”) to the Securityholders’ Agent, subject to the survival periods set forth in Section 6 or Section 10.1. Each Claim Notice shall: (i) signed and received on company letterhead and contain a brief description of the facts loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and circumstances supporting documentation if available at the Indemnitee’s claim; and (ii) if practicable, contain a non-binding, preliminary, good faith estimate time of notice. All claims must be sent to the Xxxxxx Centralized Claim Unit via email at xxxxxx0@xx.xxxxxx.xxx. It is agreed that both parties will work together to determine the extent of the amount to which Cargo Loss, and if possible, the Indemnitee might be entitled (it being acknowledged and agreed that the applicable Indemnitee shall provide a good faith estimate cause of the amount to which the Indemnitee might be entitled prior to the expiration of the applicable survival period Cargo Loss. b) Notwithstanding anything set forth in Section 10.1this Agreement to the contrary, the sole liabili ty of XXXXXX in the event of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liabi lity Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the identity of the maker or endorser of the check, identification of the payee and identification of the financial institution upon which the check is drawn. CUSTOMER agrees in the event of a loss, that any liability of LOOMIS shall be reduced by the face value of reconstructed or recovered item(s). (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnitee shall be entitled under Section 6 or this Section 10 shall be determined (i) by the written agreement between the Indemnitee and the Securityholders’ Agent or Parent, as applicable, (ii) by a final judgment or decree of any court of competent jurisdiction or (iii) by any other means to which the Indemnitee and the Securityholders’ Agent or Parent, as applicable, shall agree. The judgment or decree of a court 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. So long as the amount in the Indemnity Escrow Fund exceeds the aggregate amount of all claims for indemnification that have been asserted but not resolved, the Parent Indemnitees shall seek to recover amounts in respect of such claims from the Indemnity Escrow Fund prior to seeking to recover amounts in respect of such claims directly from any Effective Time Holder.