Common use of Claims and Procedures Clause in Contracts

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the FR Expiration Date, Purchaser the IPR Expiration Date or Sellersthe General Expiration Date, as applicable, Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Shareholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Indemnitors are actually and materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Shareholder Representative, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Indemnitee). (c) If Sellers or Purchaser, as applicable, the Shareholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Shareholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day thirty (30)-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Shareholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. If the Shareholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate and (ii) if cash remains in the General Escrow Fund, then Parent may direct the Escrow Agent to deliver cash from the General Escrow Fund to Parent in accordance with this Section 10.04. (cd) If Sellers or Purchaser, as applicable, deliver the Shareholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Shareholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Shareholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Shareholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Shareholder Representative shall be prepared and signed by both partiesparties and, if cash remains in the General Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the General Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45forty-day five (45)-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45forty-day five (45)-day period, either Purchaser Parent or Sellers the Shareholder Representative may bring suit to resolve the objection in accordance with Sections 11.0711.09, 11.08 11.10 and 11.0911.11. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon the Parent, the Shareholder Representative and the Company Shareholders, and Parent and the Shareholder Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the General Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. If any Action is commenced or threatened that may give rise to a claim for indemnification (aan “Indemnification Claim”) If by any Indemnified Party, then such Indemnified Party will promptly give notice to the Indemnifying Party. Failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time prior to assume and thereafter conduct the defense of any Action brought by a third party subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Expiration DateIndemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, Purchaser or Sellersenter into any settlement or compromise, as applicablewithout the Indemnified Party’s prior written approval (which must not be unreasonably withheld, determines in good faith conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim brought by a third party and the Indemnifying Party does not, within twenty (20) calendar days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by written notice to the Person from whom indemnification is sought; provided that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, Purchaser warranty, covenant or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered agreement contained herein must be asserted in accordance with the provisions of this applicable time period provided for in Section 10.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim8.1. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Seller a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee the Purchaser has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee the Purchaser claims to be entitled to receive, which shall be the amount of Damages such Indemnitee the Purchaser claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablePurchaser) the material facts known to the Indemnitee Purchaser giving rise to such claim. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemniteethe Purchaser’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Seller is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, Seller in good faith object objects to any claim made by the other Party Purchaser in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, Seller shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Purchaser during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,Seller of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicablein the Officer’s Claim Certificate. If Seller does not deliver a Claim Dispute Notice to Purchaser prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Purchaser’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver Seller delivers a Claim Dispute Notice, then Purchaser and Sellers Seller shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,Seller in such Claim Dispute Notice. If Purchaser and Sellers Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers Seller shall be prepared and signed by both parties. (dc) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers Seller may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon Purchaser and Seller. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser Any Parent Indemnitee or Sellers, as applicable, determines in good faith that any Securityholder Indemnitee has a bona fide making claim for indemnification pursuant to this Article 10, Purchaser or Sellersshall promptly notify the Securityholder Representative, as applicable, may deliver to in the other Party (with copy to the Escrow Agent under the Escrow Agreement if case of a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative Parent Indemnitee, or the Parent, in the case of Sellersa claim by a Securityholder Indemnitee, as applicable in writing of such claim (any certificate delivered in accordance with the provisions of this Section 10.05(a) an a “Officer’s Claim Certificate”): (i) stating that an such Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possiblereasonably practicable, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the |US-DOCS\123754940.16|| amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the such Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Indemnitors are actually and materially prejudiced thereby. (b) If Sellers the Securityholder Representative or PurchaserParent, as applicable, in good faith object objects to any claim made by the other Party applicable Indemnitee(s) in any Officer’s Claim Certificate, then Sellers the Securityholder Representative or PurchaserParent, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Securityholder Representative or Parent, as applicable, during the 30-day period commencing upon receipt by Sellers the Securityholder Representative or Purchaser ,Parent, as applicable,, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser the Securityholder Representative or Sellers ,Parent, as applicable, in the Officer’s Claim Certificate. If the Securityholder Representative or Parent, as applicable, does not deliver a Claim Dispute Notice to the Securityholder Representative or Parent, as applicable, prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in the applicable Indemnitees’ favor for purposes of this Article 10 on the terms set forth in the Claim Certificate, (ii) in the case of a claim by a Parent Indemnitee, if any amount remains in the Escrow Fund, then Parent and the Securityholder Representative shall provide a joint written instruction to the Escrow Agent instructing it to distribute an amount sufficient to satisfy any Damages to which a Parent Indemnitee entitled pursuant to Article 10 as instructed by Parent and the Securityholder Representative from the Escrow Fund, (iii) in the case of a claim by a Parent Indemnitee, in the event the Escrow Amount is insufficient to satisfy such Damages, then Parent may recover any unsatisfied Damages directly against the Securityholder Indemnitors in accordance with the terms of this Agreement, and (iv) in the case of a claim by a Securityholder Indemnitee, then the Securityholder Indemnitee(s) may recover the Damages against Parent in accordance with this Agreement. (c) If Sellers or Purchaser, as applicable, deliver the applicable Party delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Securityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such the applicable Claim Dispute Notice. If Purchaser Parent and Sellers the Securityholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Securityholder Representative shall be prepared and signed by both partiesParties. In the case of a claim by a Parent Indemnitee, if any amount remains in the Escrow Fund, then Parent and the Securityholder Representative shall provide a joint written instruction to the Escrow Agent instructing it to distribute an amount in accordance with the terms of such memorandum as instructed by Parent and the Security Representative from the Escrow Fund. In the case of a claim by a Parent Indemnitee, in the event the Escrow Fund is insufficient to satisfy such Damages, then Parent may recover any unsatisfied Damages directly against the Securityholder Indemnitors in accordance with the terms of such memorandum. In the case of a claim by a Securityholder Indemnity, then the Securityholder Indemnitee(s) may recover the Damages against Parent in accordance with the terms of such memorandum. (d) If no such resolution can be reached during the 45-day period following Purchaserthe applicable Party’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Securityholder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09|US-DOCS\123754940.16|| this Agreement. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Securityholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a) 10.04(a), an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possiblereasonably practicable, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent following reasonable inquiry) the material facts known to the Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Indemnitors are actually and materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Securityholder Representative, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Indemnitee). (c) If Sellers or Purchaser, as applicable, the Securityholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Securityholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day thirty (30)-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Securityholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. If the Securityholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate and (ii) if any Escrowed Cash or Escrowed Shares remains in the Indemnity Escrow Fund, then Parent may direct the Escrow Agent to deliver such Escrowed Cash and/or Escrowed Shares from the Indemnity Escrow Fund to Parent in accordance with this Section 10.04. (cd) If Sellers or Purchaser, as applicable, deliver the Securityholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Securityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Securityholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Securityholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Securityholder Representative shall be prepared and signed by both partiesParties and, if any Escrowed Cash or Escrowed Shares remains in the Indemnity Escrow Fund, if applicable, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute such Escrowed Cash and/or Escrowed Shares from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45forty-day five (45)-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45forty-day five (45)-day period, either Purchaser Parent or Sellers the Securityholder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon Parent, the Securityholder Representative and the Company Stockholders, and Parent and the Securityholder Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute Escrowed Cash and/or Escrowed Shares from the Indemnity Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. (f) The amount of any Damages that Indemnitees may be entitled to recover under Section 10.02(i) shall be subject to set-off as and to the extent described in Section 7.06.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Date Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing including a good faith faith, non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffersuffer (the “Claim Amount”) and specifying in reasonable detail each individual item of loss included in the Claim Amount and the date such item was paid (if paid); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the Indemnitee giving rise to such claim. (iv) No . Parent shall use commercially reasonable efforts to provide any Officer’s Claim Certificate promptly; provided, however, that no delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Indemnitors are materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Escrow Agent, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Stockholder Representative by or on behalf of Parent (on behalf of itself or any other Indemnitee). (c) If Sellers or Purchaser, as applicable, the Stockholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Stockholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent and Escrow Agent during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Stockholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth the amount in dispute (the “Pending Claims Amount”) and in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. (c) . If Sellers or Purchaser, as applicable, deliver the Stockholder Representative delivers a Claim Dispute Notice, then Purchaser the Escrow Agent shall not release any Pending Claims Amount prior to the receipt by the Escrow Agent of (i) a joint written instruction from the Stockholder Representative and Sellers Parent or (ii) a decision of a trial court as set forth in Section 10.04(e), in each case, instructing Escrow Agent to release such Pending Claims Amount. If the Stockholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such 30-day period, then Parent may direct the Escrow Agent to deliver cash equal to the Claim Amount from the Escrow Fund to the Indemnitee and/or other payee(s), as set forth on such instruction. (d) If the Stockholder Representative delivers a Claim Dispute Notice, then Parent and the Stockholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Stockholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Stockholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers such agreement shall be prepared and signed by both partiesparties and Parent and Stockholder Representative shall promptly deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute cash from the Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Stockholder Representative may bring suit to resolve the objection in accordance with Sections 11.0711.08, 11.08 11.09 and 11.0911.10. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon the Parent, the Stockholder Representative and the Company Stockholders, and Parent and the Stockholder Representative shall promptly deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to act in accordance with such decision and distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. (f) In order to satisfy any indemnification obligations of the Indemnitors hereunder, Parent and the other Indemnitees shall have the right to recover Damages, subject to the limitations set forth in this Article 10, from, at the election of Parent or such Indemnitee(s), (i) the Escrow Fund to the extent available, (ii) any amount available for set-off with respect to a claim for indemnification from any Earnout Payments pursuant to Section 10.03(d) or (iii) any combination thereof; provided, however, that nothing set forth in this Section 10.04(f) shall have the effect of increasing the aggregate liability of any Indemnitor for indemnification claims pursuant to this Article 10 in excess of ten percent (10%) of the amount of proceeds actually paid to such Indemnitor except with respect to fraud or intentional misrepresentation.

Claims and Procedures. (a) If at any time prior An Indemnified Person who requests reimbursement from or indemnification from a party under this Article 10 (a “Claim”) shall do so with a written statement (a “Claim Notice”) of the reimbursement or other indemnification which is requested. The Claim Notice must describe the subject matter of the Claim in reasonable detail. In the event that a Seller disputes the amount of the Claim Notice for purposes of determining the amount of Claims which are pending, then that Seller may elect to commence arbitration proceedings under Section 11.11 of this Agreement on the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has limited subject of the amount of the Claim which should be reserved against the Basket Cap. (b) In the event an Indemnified Person presents a bona fide claim for indemnification pursuant to Claim against the Sellers under this Article 10, Purchaser or Sellers, as applicable, may deliver to such Indemnified Person shall have the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an “Officer’s Claim Certificate”):following exclusive remedies: (i) stating To the extent that an Indemnitee has a claim for indemnification pursuant to the Damage covered by the indemnities in this Article 10;10 represents a third party claim, the Indemnified Party must tender that claim to the Sellers and follow the procedures stated in Section 10.9. (ii) to To the extent possible, containing that the Damage covered by the indemnities in this Article 10 represents a good faith non-binding, preliminary estimate of financial loss incurred by the amount Buyer as to which such Indemnitee claims recovery can be made from insurance policies held by the Buyer, including policies of title insurance, then Buyer must use commercially reasonable efforts to recover from that insurance policy before exercising Buyer’s set-off rights under Section 10.8; provided, however, that Buyer may give Sellers a Claim Notice regarding that Damage to preserve Buyer’s rights against Sellers in the event that the policy or policies of insurance do not repay the Damages in full; and provided, however, that Buyer shall not be entitled required to receive, which shall be the amount commence litigation or assign a claim to a collection agency as part of Damages such Indemnitee claims those efforts to have so incurred or suffered or could reasonably be expected to incur or suffer; andrecover from any insurance policy. (iii) specifying To the extent that the Damage covered by the indemnities in reasonable detail this Article 10 represents a financial loss incurred by the Buyer as to which a reserve has been specifically established by Centrum Acquisition in its financial records prior to November 10, 2003 or the Effective Time (based upon the information whichever reserve is greater), then possessed by Purchaser or Sellers, as applicable) the material facts known Buyer must apply that reserve to the Indemnitee giving rise to such claimDamage incurred before exercising Buyer’s set-off rights under Section 10.8. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to To the extent thatthat the Damage covered by the indemnities in this Article 10 represents a financial loss incurred by Buyer as to which full recovery can not be made under either clauses (ii) or (iii) above, then Buyer must exercise its rights to recover against the indemnifying Party is materially prejudiced therebyAmended and Restated $5,000,000 Promissory Notes under Section 10.8 and the Escrow Agreement (as defined below), with no right to recover personally from any Seller unless the Damage results from a Breach or an Alleged Breach which constitutes fraud on the part of that Seller. (bv) If The obligations of Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) under this Article 10 are subject to the other Party during limitations stated in Section 10.6 and in Section 10.7, including the 30-day period commencing upon receipt by limitations in Section 10.7(e) that restrict Buyer from recovering from Sellers or Purchaser ,as applicable,absent the occurrence of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth actions identified in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim CertificateSection 10.7(e). (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, an Indemnitee determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX, Purchaser or Sellers, as applicable, may then Parent shall promptly thereafter deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Equityholders Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10IX; (ii) to the extent possible, containing contain a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffersuffer (which amount may be amended over time); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. claim and the legal bases therefor (iv) including a reasonably detailed summary of the relevant representations, warranties, covenants and/or specific indemnities under this Agreement). No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Equityholders are materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object the Equityholders Representative objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Equityholders Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,delivery of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s applicable Claim Certificate. If the Equityholders Representative does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnitee for purposes of this Article IX on the terms set forth in the Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute NoticeNotice is properly delivered hereunder, then Purchaser Parent and Sellers the Equityholders Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholders Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholders Representative shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt delivery of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholders Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 Section 10.12 and 11.09Section 10.13.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Parent determines in good faith that any Indemnitee Parent Indemnified Party has a bona fide claim for indemnification pursuant to this Article 10IX, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Equityholders’ Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a) 9.4(a), an “Officer’s Claim Certificate”): (i) stating that an Indemnitee a Parent Indemnified Party has a claim for indemnification pursuant to this Article 10IX; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee Parent Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnitee Parent Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the Indemnitee Parent Indemnified Party giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemniteea Parent Indemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Equityholders are materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Equityholders’ Representative, if the Indemnity Escrow Account has not been released in accordance with the terms of the Escrow Agreement, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Parent Indemnified Party). (c) If Sellers or Purchaser, as applicable, the Equityholders’ Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Equityholders’ Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the thirty (30-) day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Equityholders’ Representative of the Officer’s Claim CertificateCertificate (such period, the “Claim Response Period”). The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. (c) . If Sellers or Purchaser, as applicable, the Equityholders’ Representative does not deliver a Claim Dispute NoticeNotice to Parent prior to the expiration of such thirty (30) day period, then Purchaser (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article IX on the terms set forth in the Officer’s Claim Certificate and Sellers (ii) if cash remains in the Indemnity Escrow Fund, then Parent may direct the Escrow Agent to deliver cash from the Escrow Fund to Parent in accordance with this Section 9.4 and the Escrow Agreement. (d) If the Equityholders’ Representative delivers a Claim Dispute Notice within the Claim Response Period, then Parent and the Equityholders’ Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Equityholders’ Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholders’ Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholders’ Representative shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the forty-five (45-) day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such forty-five (45-) day period, either Purchaser Parent or Sellers the Equityholders’ Representative may bring suit to resolve the objection in accordance with Sections 11.0710.12 and 10.13. Upon any such resolution, 11.08 Parent and 11.09the Equityholders’ Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith.

Claims and Procedures. (a) If at any time prior Prior to the Expiration Dateexpiration of the relevant Claim Period, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Acquiror may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by Acquiror (a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee Acquiror Indemnified Person has a claim for indemnification pursuant to this Article 10Indemnifiable Damages; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of stating the amount to which of such Indemnitee claims to be entitled to receiveIndemnifiable Damages (which, which shall in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the amount of Damages such Indemnitee claims reasonably anticipated by Acquiror to have so incurred be incurred, paid reserved or suffered or could reasonably be expected to incur or sufferaccrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableAcquiror) the material facts known individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to the Indemnitee giving rise to which such claim. (iv) Indemnifiable Damages are related. No delay in providing such Officer’s Claim Certificate prior to within the Expiration Date Claims Period shall affect an IndemniteeIndemnified Person’s rights hereunderhereunder or under the Escrow Agreement, unless (and then only to the extent that) the indemnifying Party is Stockholders’ Agent or the Stockholders are materially prejudiced thereby. (b) If Sellers At the time of delivery of any Claim Certificate to the Escrow Agent, a duplicate copy of such Claim Certificate shall be delivered to the Stockholders’ Agent by or Purchaser, as applicable, on behalf of Acquiror (on behalf of itself or any other Acquiror Indemnified Person) in good faith object accordance with Section 12.2 and for a period of thirty (30) calendar days after such delivery to any claim made by the other Party in any Officer’s Stockholders’ Agent of such Claim Certificate, then Sellers or Purchaser, as applicable, the Escrow Agent shall deliver a make no payment pursuant to this Section 11.5 unless the Escrow Agent shall have received written notice (a “Claim Dispute Notice”) authorization from the Stockholders’ Agent to the other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificatemake such delivery. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon After the expiration of such 45-thirty (30)-calendar day period, either Purchaser or Sellers may bring suit the Escrow Agent shall make delivery of cash from the Escrow Fund to resolve the objection relevant Acquiror Indemnified Party in accordance with Sections 11.07this Section 11.5; provided, 11.08 however, that no such delivery may be made if and 11.09to the extent the Stockholders’ Agent has objected in a written statement to any claim or claims made in the Claim Certificate, and such written statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30)-calendar day period. In the event that there are no longer any amounts in the Escrow Fund, and such claim relates to a breach of the Fundamental Representations, fraud, or Section 11.2(a)(iv), such Claim Certificate shall be delivered solely to the Stockholders’ Agent.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, an Indemnified Party determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10Section 10.04(a), Purchaser then Parent (if such Indemnified Party is a Parent Indemnified Party) or Sellersthe Equityholder Representative (if such Indemnified Party is an Equityholder Indemnified Party), as applicablethe case may be, may deliver to the other Party (with copy to Equityholder Representative or Parent, as the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) case may be, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an a “Officer’s Claim Certificate”): (i) stating that an Indemnitee Indemnified Party has a claim for indemnification pursuant to this Article 10Section 10.04(a)(i); (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnitee Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser Parent or Sellersthe Equityholder Representative, as applicablethe case may be) the material facts known to the Indemnitee Indemnified Party giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemniteea Parent Indemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Equityholders are actually and materially prejudiced thereby. (b) At the time of delivery of any Claim Certificate to the Equityholder Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Parent Indemnified Party). (c) If Sellers the Equityholder Representative or PurchaserParent, as applicablethe case may be, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers the Equityholders’ Representative or PurchaserParent, as applicablethe case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Parent or the other Party Equityholders’ Representative, as the case may be, during the 30-day period commencing upon receipt by Sellers the Equityholders’ Representative or Purchaser ,Parent, as applicable,the case may be, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s applicable Claim Certificate. (c) . If Sellers the Equityholder Representative or PurchaserParent, as applicablethe case may be, does not deliver a Claim Dispute NoticeNotice hereunder prior to the expiration of such 30-day period, then Purchaser (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnified Party for purposes of this Section 10.04(c) on the terms set forth in the Claim Certificate and Sellers (ii) if the Claim Certificate was delivered by Parent and cash remains in the Indemnity Escrow Fund, then Parent may direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Parent in accordance with this Section 10.04(c). (d) If a Claim Dispute Notice is properly delivered hereunder, then Parent and the Equityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Equityholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholder Representative shall be prepared and signed by both partiesparties and, if the Claim Certificate was delivered by Parent and cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. If any Action is commenced or threatened that may give rise to a claim for indemnification (aan “Indemnification Claim”) If by any Indemnified Party, then such Indemnified Party will give prompt written notice to the Indemnifying Party, specifying in reasonable detail and to the extent then known the nature and basis of such Indemnification Claim and the estimated amount thereof. The Indemnified Party shall also send to the Indemnifying Party copies of all relevant documentation with respect to such Indemnification Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument related thereto. Failure to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party (or affect the rights of the Indemnified Party to indemnification hereunder with respect to such Indemnification Claim), except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnifying Party may elect at any time prior to assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Expiration DateIndemnified Party and to settle or compromise any such Action; provided that the Indemnifying Party will not approve of the entry of any judgment, Purchaser or Sellersenter into any settlement or compromise, as applicablewithout the Indemnified Party’s prior written approval (which must not be unreasonably withheld, determines in good faith conditioned or delayed). If the Indemnified Party gives an Indemnifying Party notice of an Indemnification Claim and the Indemnifying Party does not, within twenty (20) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnified Party against which such Action or Actions has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right undertake the defense, compromise or settlement of such Action or Actions and the Indemnifying Party shall have the right to participate therein at its own cost and the Indemnifying Party will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. A claim for any matter not involving a third party may be asserted by prompt written notice to the Person from whom indemnification is sought; provided that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10Indemnification Claim in respect of any actual or alleged breach or inaccuracy of representation, Purchaser warranty, covenant or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered agreement contained herein must be asserted in accordance with the provisions of applicable time period provided for in Section 10.1. Notwithstanding anything to the contrary, this Section 10.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant 10.6 shall not apply to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receiveTax Claims, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed governed exclusively by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claimSection 7.6. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Securityholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a) 10.04(a), an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possiblereasonably practicable, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent following reasonable inquiry) the material facts known to the Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially Indemnitors are prejudiced thereby. (b) If Sellers or Purchaser, as applicable, the Securityholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Securityholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day thirty (30)-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Securityholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. If the Securityholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate, (ii) to the extent of any Holdback Remaining Amount, then Parent may permanently withhold from the Indemnitors, and the Indemnitors shall not be entitled to receive, an amount of the Holdback Remaining Amount sufficient to satisfy any Damages to which an Indemnitee entitled pursuant to Article 10 and (iii) in the event the Holdback Remaining Amount is insufficient to satisfy such Damages, then Parent may recover any unsatisfied Damages directly against the Indemnitors in accordance with the terms of and subject to the limitations set forth in this Agreement. (c) If Sellers or Purchaser, as applicable, deliver the Securityholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Securityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Securityholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Securityholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Securityholder Representative shall be prepared and signed by both partiesParties. To the extent of any Holdback Remaining Amount, Parent may permanently withhold from the Indemnitors, and the Indemnitors shall not be entitled to receive, an amount of the Holdback Remaining Amount in accordance with the terms of such memorandum. In the event the Holdback Remaining Amount is insufficient to satisfy such Damages, then Parent may recover any unsatisfied Damages directly against the Indemnitors in accordance with the terms of and subject to the limitations set forth in this Agreement and in accordance with the terms of such memorandum. (d) If no such resolution can be reached during the 45forty-day five (45)-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45forty-day five (45)-day period, either Purchaser Parent or Sellers the Securityholder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, a Buyer Indemnified Party determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX (a “Claim”), Purchaser or Sellers, as applicable, then Buyer (on behalf of the applicable Buyer Indemnified Party) may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Equityholders’ Representative, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): (i) stating that an Indemnitee a Buyer Indemnified Party has a claim for indemnification pursuant to this Article 10IX; (ii) to setting forth the extent possible, containing amount of Damages actually incurred by such Buyer Indemnified Party or a good faith non-binding, preliminary estimate of the amount of Damages that Buyer reasonably and in good faith believes it will have to incur (which such Indemnitee claims to be entitled to receive, which shall amount may be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or sufferclaimed by a third party in a Third-Party Claim); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableBuyer at such time) the material facts known to the Indemnitee Buyer Indemnified Party giving rise to such claim. Claim and including any documentation in possession of such Buyer Indemnified Party supporting the determination of any estimate of indemnifiable Damages; provided, however, that the Claim Certificate may be updated and amended from time-to- time by Buyer in good faith by delivering an updated or amended Claim Certificate to the Equityholders’ Representative, so long as (ivw) such amendment does not assert new claims for which the Buyer Indemnified Parties right to indemnification has expired under this Article IX, (x) the delivery of the original Claim Certificate is made within the applicable claims period, (y) such update or amendment only asserts in good faith bases for liability reasonably related to the underlying facts and circumstances specifically set forth in such original Claim Certificate and (z) any increase in the estimated amount of Damages is made reasonably and in good faith and accompanied by documentation supporting such increase; provided further, however, that all Claims for Damages properly set forth in the original Claim Certificate or any permitted update or amendment thereto shall remain outstanding until such Claims for Damages have been finally resolved or satisfied, notwithstanding the expiration of such claims period; provided further that the Claim Certificate shall be updated and amended by Buyer by delivering an updated or amended Claim Certificate to the Equityholders’ Representative in the event that Buyer reasonably and in good faith anticipates any decrease in the estimated amount of Damages. Following the delivery of a Claim Certificate, the Equityholders’ Representative and its representatives and agents shall, upon reasonable notice, be given reasonable access during normal business as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Buyer, including but not limited to the individuals responsible for the matters that are subject of the Claim Certificate, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Certificate; provided, however, that the Equityholders’ Representative shall not unreasonably interfere with any of the operations or business activities of the Company. No delay in providing such Officer’s Claim Certificate prior to (or any update or amendment thereto after conducting discovery regarding the Expiration Date underlying facts and circumstances set forth therein) shall affect an Indemniteea Buyer Indemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Equityholders are materially prejudiced therebythereby in terms of the amount of Damages for which the Equityholders are obligated to indemnify the Buyer Indemnified Parties. (b) At the time of delivery of any Claim Certificate to the Equityholders’ Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Buyer (on behalf of itself or any other Buyer Indemnified Party). (c) If Sellers or Purchaser, as applicablethe Equityholders’ Representative, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Equityholders’ Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Buyer during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Equityholders’ Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s applicable Claim Certificate. (c) . If Sellers or Purchaser, as applicable, the Equityholders’ Representative does not deliver a Claim Dispute NoticeNotice hereunder prior to the expiration of such 30-day period, then Purchaser (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Buyer Indemnified Party for purposes of this Article IX on the terms set forth in the Claim Certificate and Sellers (ii) if cash remains in the Indemnity Escrow Fund, then Buyer and the Equityholders’ Representative shall direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Buyer in accordance with this Section 9.4. (d) If a Claim Dispute Notice is properly delivered hereunder, then Buyer and the Equityholders’ Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser Buyer and Sellers the Equityholders’ Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Buyer and Sellers the Equityholders’ Representative shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 4530-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-30- day period, either Purchaser Buyer or Sellers the Equityholders’ Representative may bring suit to resolve the objection in accordance with Sections 11.07Section 10.12 and Section 10.13. The decision of the trial court as to the validity and amount of any claim in such Claim Certificate shall be nonappealable, 11.08 binding and 11.09conclusive upon Buyer, the Equityholders’ Representative and the Equityholders, and Buyer and the Equityholders’ Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith if the underlying Claim Certificate was delivered by Buyer. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Sellers a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablePurchaser) the material facts known to the Indemnitee giving rise to such claim. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Sellers are materially prejudiced thereby. (b) If the Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party Purchaser in any Officer’s Claim Certificate, then the Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Purchaser during the 30-day period commencing upon receipt by the Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. . If the Sellers do not deliver a Claim Dispute Notice to Purchaser prior to the expiration of such 30-day period, then (ci) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Purchaser’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate. If the Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and the Sellers shall attempt in good faith to resolve any such objections raised by the Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and the Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and the Sellers shall be prepared and signed by both parties. (dc) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or the Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be non-appealable, binding and conclusive upon Purchaser and the Sellers. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Date Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10IX, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Equityholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a9.4(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10IX; (ii) to the extent possiblereasonably feasible at the time, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could would reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser Parent or Sellers, as applicable) the material facts then known to the Indemnitee giving rise to such claim. (iv) the basis for such claim. No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only except to the extent that) the indemnifying Party is materially Equityholders are actually prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Equityholder Representative, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Indemnitee). (c) If Sellers or Purchaser, as applicable, the Equityholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Equityholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Equityholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. If the Equityholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such 30-day period or if the applicable Claim Dispute Notice does not dispute one or more portions of the Officer’s Claim Certificate, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate that is not disputed in the applicable Claim Dispute Notice shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article IX on the terms set forth in the Officer’s Claim Certificate and (ii) if cash remains in the Indemnity Escrow Fund, then Parent may direct (and if necessary, Equityholder Representative shall also direct) the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Parent in accordance with this Section 9.4 for each claim or the undisputed portion thereof; provided that no such partial release by the Escrow Agent shall terminate or otherwise prejudice Indemnitee’s rights with respect to amounts claimed which are in excess of the amounts so released. (cd) If Sellers or Purchaser, as applicable, deliver the Equityholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Equityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Equityholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholder Representative shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 4530-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 4530-day period, either Purchaser Parent or Sellers the Equityholder Representative may bring suit to resolve the objection in accordance with Sections 11.0710.13 and 10.14. Upon the rendering of a final, 11.08 non-appealable judgment by a court of competent jurisdiction over the parties as to the validity and 11.09amount of any claim in such Officer’s Claim Certificate, Parent and the Equityholder Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith. Judgment upon any award rendered by such court may be entered in any court having jurisdiction and will be binding and conclusive upon Parent, the Equityholder Representative and the Equityholders. (f) Notwithstanding anything to the contrary in this Agreement, if Parent delivers an Officer’s Claim Certificate in respect of a claim against an individual stockholder pursuant to Section 9.2(a)(iii), then the amount of such claim that is equal to or less than such stockholder’s Applicable Percentage (as such amount may be reduced pursuant to Section 9.3(d)) shall remain in the Indemnity Escrow Fund at and after the Expiration Date until the disposition of such amount is finally determined in accordance with the terms of the Escrow Agreement. The Equityholder Representative shall not act for or on behalf of any stockholder in connection with any claim against a stockholder pursuant to Section 9.2(a)(iii) hereunder.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, an Indemnitee (as applicable, defined below) determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10XII and the Indemnitee intends to make such indemnification claim, Purchaser then Buyer (in the case of any indemnification claim pursuant to 12.2(a)) or Sellersthe Holder Representative (on behalf of the Pre-Closing Holders) (in the case of any indemnification claim pursuant to 12.2(b)), as applicablethe case may be, may shall promptly thereafter deliver to the other Party (with copy to Holder Representative or Buyer, as the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) case may be, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 12.4(a), a “Officer’s Claim Certificate”): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10XII; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. claim and the legal bases therefor (iv) including a reasonably detailed summary of the relevant representations, warranties, covenants and/or other item of indemnification under this Agreement). No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Indemnitor (as defined below) is materially prejudiced thereby. (b) If Sellers the Holder Representative or PurchaserBuyer, as applicablethe case may be, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers the Holder Representative or PurchaserBuyer, as applicablethe case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Buyer or the other Party Holder Representative, as the case may be, during the 30-day period commencing upon receipt by Sellers the Holder Representative or Purchaser ,Buyer, as applicable,the case may be, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the applicable Officer’s Claim Certificate. If the Holder Representative or Buyer, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnitee for purposes of this Article XII on the terms set forth in the Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute NoticeNotice is properly delivered hereunder, then Purchaser Buyer and Sellers the Holder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser Buyer and Sellers the Holder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Buyer and Sellers the Holder Representative shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-day period, either Purchaser Buyer or Sellers the Holder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 Section 13.13 and 11.09Section 13.13(c).

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, an Indemnitee (as applicable, defined below) determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX and the Indemnitee intends to make such indemnification claim, Purchaser then Parent (in the case of any indemnification claim pursuant to Section 9.2(a)) or Sellersthe Equityholders Representative (on behalf of the Equityholders) (in the case of any indemnification claim pursuant to Section 9.2(b)), as applicablethe case may be, may shall promptly thereafter deliver to the other Party (with copy to Equityholders Representative or Parent, as the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) case may be, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): ): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10; IX; (ii) to the extent possible, containing contain a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. claim and the legal bases therefor (iv) including a reasonably detailed summary of the relevant representations, warranties, covenants and/or other item of indemnification under this Agreement). No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Indemnitor (as defined below) is materially prejudiced thereby. (b) If Sellers the Equityholders Representative or PurchaserParent, as applicablethe case may be, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers the Equityholders Representative or PurchaserParent, as applicablethe case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Parent or the other Party Equityholders Representative, as the case may be, during the 30-day period commencing upon receipt by Sellers the Equityholders Representative or Purchaser ,Parent, as applicable,the case may be, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s applicable Claim Certificate. If the Equityholders Representative or Parent, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnitee for purposes of this Article IX on the terms set forth in the Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute NoticeNotice is properly delivered hereunder, then Purchaser Parent and Sellers the Equityholders Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholders Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholders Representative shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholders Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 Section 10.11 and 11.09Section 10.12.

Claims and Procedures. (a) If at In order for any time prior Person to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for be entitled to seek indemnification pursuant to under this Article 1011 (an “Indemnitee”), Purchaser or Sellers, as applicable, may such Indemnitee shall deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a written certificate signed by any officer or director of Purchaser the Indemnitee (or if the Indemnitee is an individual Person, signed by a representative of Sellers, as applicable the Indemnitee) (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 11.04(a), a “Officer’s Claim Certificate”):) to the party from whom such indemnification is sought (the “Indemnitor”), as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to the claim for Damages (and in any event, no later than twenty (20) Business Days after written notice of such claim is delivered to the Indemnitee if such claim is a Third Party Claim (as defined below)), specifying in reasonable detail (to the extent known) the nature of, the facts and legal basis for, the amount (if known) of, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made. Failure to deliver a Claim Certificate in compliance with this Section 11.04 in a timely manner as specified in the immediately preceding sentence shall not be deemed a waiver of the Indemnitee’s right to indemnification hereunder for Damages in connection with such claim except to the extent the Indemnitor shall have been prejudiced as a result of such failure. The Claim Certificate shall: (i) stating state that an the applicable Indemnitee has a claim for indemnification pursuant to this Article 1011 and expressly identify the provisions of this Agreement upon which such claim for indemnification is made in reasonable detail (including the specific representations, warranties and/or covenants that are alleged to be inaccurate or alleged to have been breached); (ii) to the extent possible, containing contain a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying specify in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableIndemnitee) the material facts known to the Indemnitee giving rise to such claim. (ivb) No delay in providing such Officer’s As promptly as practicable after delivery of a Claim Certificate prior to an Indemnitor, the Indemnitee which has provided such Claim Certificate shall supply and make available to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless Indemnitor all relevant information in its or its Affiliates’ possession relating to the claim identified in such Claim Certificate (and then only except to the extent thatthat such action would result in a loss of attorney-client privilege or protections of the work product doctrine; provided, that such Indemnitee shall use commercially reasonable efforts to provide such information in such format to the Indemnitor, or on an outside counsel only basis, in a manner which would not result in the loss of such attorney-client privilege or work product doctrine) and shall cooperate with the Indemnitor. Without limiting the foregoing, such cooperation shall include the retention and (upon the Indemnitor’s request) the indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) provision to the Indemnitor of records and information which are reasonably relevant to such claim, and making employees and other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal representatives and advisors available on a mutually convenient basis for the dispute to provide additional information and explanation of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificatematerial provided hereunder. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser and Sellers shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Seller a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablePurchaser) the material facts known to the Indemnitee giving rise to such claim. (iv) No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Seller is materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to Seller, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Purchaser (on behalf of itself or any other Indemnitee) if any funds remain in the Indemnity Escrow Fund. (c) If Sellers or Purchaser, as applicable, Seller in good faith object objects to any claim made by the other Party Purchaser in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, Seller shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Purchaser during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,Seller of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. If Seller does not deliver a Claim Dispute Notice to Purchaser prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Purchaser’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate and (ii) if cash remains in the Indemnity Escrow Fund, then Purchaser may direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Purchaser in accordance with this Section 10.04. (cd) If Sellers or Purchaser, as applicable, deliver Seller delivers a Claim Dispute Notice, then Purchaser and Sellers Seller shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,Seller in such Claim Dispute Notice. If Purchaser and Sellers Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers Seller shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers Seller may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09. The decision of the trial court as to the validity and amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon Purchaser and Seller, and Purchaser and Seller shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, an Indemnitee (as applicable, defined below) determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX and the Indemnitee intends to make such indemnification claim, Purchaser then Parent (in the case of any indemnification claim pursuant to Section 9.2(a)) or Sellersthe Equityholders Representative (on behalf of the Equityholders) (in the case of any indemnification claim pursuant to Section 9.2(b)), as applicablethe case may be, may shall promptly thereafter deliver to the other Party (with copy to Equityholders Representative or Parent, as the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) case may be, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10IX; (ii) to the extent possible, containing contain a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. claim and the legal bases therefor (iv) including a reasonably detailed summary of the relevant representations, warranties, covenants and/or other item of indemnification under this Agreement). No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Indemnitor (as defined below) is materially prejudiced thereby. (b) At the time of delivery of any Claim Certificate to the Equityholders Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Parent Indemnitee). (c) If Sellers the Equityholders Representative or PurchaserParent, as applicablethe case may be, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers the Equityholders Representative or PurchaserParent, as applicablethe case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Parent or the other Party Equityholders Representative, as the case may be, during the 30-day period commencing upon receipt by Sellers the Equityholders Representative or Purchaser ,Parent, as applicable,the case may be, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the applicable Officer’s Claim Certificate. If the Equityholders Representative or Parent, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnitee for purposes of this Article IX on the terms set forth in the Claim Certificate. (cd) If Sellers or Purchaser, as applicable, deliver a Claim Dispute NoticeNotice is properly delivered hereunder, then Purchaser Parent and Sellers the Equityholders Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholders Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholders Representative shall be prepared and signed by both parties. (de) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholders Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 Section 10.11 and 11.09Section 10.12.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, an Indemnitee (as applicable, defined below) determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX and the Indemnitee intends to make such indemnification claim, Purchaser then Parent (in the case of any indemnification claim pursuant to Section 9.2(a)) or Sellersthe Equityholders Representative (on behalf of the Equityholders) (in the case of any indemnification claim pursuant to Section 9.2(b)), as applicablethe case may be, may shall promptly thereafter deliver to the other Party (with copy to Equityholders Representative or Parent, as the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) case may be, a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10IX; (ii) to the extent possible, containing contain a good faith faith, non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. claim and the legal bases therefor (iv) including a reasonably detailed summary of the relevant representations, warranties, covenants and/or other item of indemnification under this Agreement). No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Indemnitor (as defined below) is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, in good faith object to At the time of delivery of any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, shall deliver a written notice (a “Claim Dispute Notice”) Certificate to the Equityholders Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim CertificateParent Indemnitee). (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute Notice, then Purchaser Parent and Sellers the Equityholders Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,that the Equityholders Representative may raise in response to such Claim Dispute NoticeCertificate. If Purchaser Parent and Sellers the Equityholders Representative agree to a resolution of such objectionobjections, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholders Representative shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeCertificate hereunder, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholders Representative may bring suit to resolve the objection indemnification claim in accordance with Sections 11.07, 11.08 Section 10.11 and 11.09Section 10.12.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or SellersSeller, as applicable, determines in good faith that any Indemnitee Indemnified Party has a bona fide claim for indemnification pursuant to this Article 107, Purchaser or SellersSeller, as applicableapplicable (the “Indemnified Party”), may deliver to the other Party party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow“Indemnifying Party”) a certificate signed by Seller or any officer of Purchaser or by a representative of SellersPurchaser, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a7.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee Indemnified Party has a claim for indemnification pursuant to this Article 107; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and; (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablethe Indemnified Party) the material facts known to the Indemnitee Indemnified Party giving rise to such claim.; and (iv) No no delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an IndemniteeIndemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicablethe Indemnifying Party, in good faith object faith, objects to any claim made by the other Indemnified Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the other Indemnified Party during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, the Indemnified Party in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver the Indemnifying Party delivers a Claim Dispute Notice, then Purchaser the Indemnified Party and Sellers the Indemnifying Party shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Indemnifying Party in such Claim Dispute Notice. If Purchaser the Indemnified Party and Sellers the Indemnifying Party agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser the Indemnified Party and Sellers the Indemnifying Party shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 4530-day period following Purchaserthe Indemnified Party’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 4530-day period, either Purchaser or Sellers may bring suit to resolve then the objection in accordance with Sections 11.07, 11.08 and 11.09matter will be handled under the Dispute Resolution provisions of this Agreement.

Claims and Procedures. (a) If at any time prior to the applicable Expiration Date, Purchaser or Sellers, as applicable, Date Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 101, Purchaser or Sellers, as applicable, Parent may deliver to the other Party Stockholder Representative a notice (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable (any certificate delivered in accordance with the provisions of this Section 10.05(a) an “Officer’s Claim CertificateNotice”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 1011; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the Indemnitee giving rise to such claim. (ivb) No delay in providing such Officer’s Claim Certificate Notice prior to the applicable Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Indemnitors are materially prejudiced thereby; provided, however, that no Indemnitor shall be liable for any Damages under Section 10.02(a) unless such Claim is timely asserted during the applicable survival period specified in Section 10.01. (bc) At the time of delivery of any Claim Notice to the Stockholder Representative, a duplicate copy of such Claim Notice shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Indemnitee) ); provided, that failure to deliver a duplicate copy shall not affect an Indemnitee’s rights hereunder. (d) If Sellers or Purchaser, as applicable, the Stockholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim CertificateNotice, then Sellers or Purchaser, as applicable, the Stockholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Stockholder Representative of the Officer’s Claim CertificateNotice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the OfficerClaim Notice. If the Stockholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Claim Notice shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article 11 on the terms set forth in the Claim CertificateNotice and (ii) if cash remains in the General Escrow Fund, then Parent may direct the Escrow Agent to deliver cash from the General Escrow Fund to Parent in accordance with this Section 10.04. (ce) If Sellers or Purchaser, as applicable, deliver the Stockholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Stockholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Stockholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Stockholder Representative agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser Parent and Sellers the Stockholder Representative shall be prepared and signed by both partiesparties and, if cash remains in the General Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the General Escrow Fund in accordance with the terms of such memorandum. (df) If no such resolution can be reached during the 45-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Stockholder Representative may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 and 11.09.11.08,

Claims and Procedures. (a) If at any time prior to the Expiration Dateexpiration of the applicable survival period set forth in Section 9.01(a), Purchaser or SellersSeller, as applicable, determines in good faith that any Indemnitee a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, has a bona fide claim for indemnification pursuant to this Article 109, Purchaser or SellersSeller, as applicable, may deliver to the other Party party obligated to indemnify under this Article 9, whether Purchaser or Seller, as applicable (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) “Indemnifying Party”), a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 10.05(a9.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee Indemnified Party has a claim for indemnification pursuant to this Article 109; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnitee Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablePurchaser) the material facts known to the Indemnitee Indemnified Party giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date applicable survival period set forth in Section 9.01(a) shall affect an IndemniteeIndemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Indemnifying Party is materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate by Purchaser to Seller, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Purchaser (on behalf of itself or any other Indemnified Party) if any funds remain in the Escrow Fund. (c) If Sellers or Purchaser, as applicable, the Indemnifying Party in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Purchaser or Seller, as applicable, during the 3045-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s Claim Certificate. If the Indemnifying Party does not deliver a Claim Dispute Notice prior to the expiration of such 45-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in the Indemnified Party’s favor for purposes of this Article 9 on the terms set forth in the Officer’s Claim Certificate and, (ii) in the case of a Purchaser Indemnified Party, if cash remains in the Escrow Fund, then Purchaser may direct the Escrow Agent to deliver cash from the Escrow Fund to Purchaser in accordance with this Section 9.05. (cd) If Sellers or Purchaser, as applicable, deliver the Indemnifying Party delivers a Claim Dispute Notice, then Purchaser and Sellers Seller shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Indemnifying Party in such Claim Dispute Notice. If Purchaser and Sellers Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers Seller shall be prepared and signed by both partiesparties and, in the case of a claim by a Purchaser Indemnified Party, if cash remains in the Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’Seller’s, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser or Sellers Seller may bring suit to resolve the objection in accordance with Sections 11.0710.06, 11.08 10.07 and 11.0910.

Claims and Procedures. (a) If at any time prior to the SOL Expiration Date, Purchaser Intermediate Expiration Date or SellersGeneral Expiration Date, as applicable, Parent determines in good faith that any Indemnitee has a bona fide claim for indemnification pursuant to this Article 10, Purchaser or Sellers, as applicable, Parent may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Equityholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Parent (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could would reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableParent) the material facts known to the Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the SOL Expiration Date, Intermediate Expiration Date or General Expiration Date, as applicable, shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is materially Indemnitors are prejudiced thereby. From and after the delivery of any Officer’s Claim Certificate, Parent shall provide the Equityholder Representative and its Representatives with reasonable access to the books and records of the Surviving Corporation (or any successor thereto) for the purpose of enabling the Equityholder Representative and its Representatives to review the Officer’s Claim Certificate and identify any dispute related thereto. (b) At the time of delivery of any Officer’s Claim Certificate to the Equityholder Representative, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Parent (on behalf of itself or any other Indemnitee). (c) If Sellers or Purchaser, as applicable, the Equityholder Representative in good faith object objects to any claim made by the other Party Parent in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Equityholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Parent during the 30-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Equityholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Parent in the Officer’s Claim Certificate. If the Equityholder Representative does not deliver a Claim Dispute Notice to Parent prior to the expiration of such 30-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Parent’s favor for purposes of this Article 10 on the terms set forth in the Officer’s Claim Certificate and (ii) if cash remains in the Indemnity Escrow Fund, then Parent may direct in writing, with a copy of such instruction delivered to the Equityholder Representative, the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Parent in accordance with this Section 10.04. (cd) If Sellers or Purchaser, as applicable, deliver the Equityholder Representative delivers a Claim Dispute Notice, then Purchaser Parent and Sellers the Equityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Equityholder Representative in such Claim Dispute Notice. If Purchaser Parent and Sellers the Equityholder Representative agree to a resolution of such objection, then a memorandum written settlement agreement setting forth the matters conclusively determined by Purchaser Parent and Sellers the Equityholder Representative shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such written settlement agreement. (de) If no such resolution can be reached during the 45-day period following PurchaserParent’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45-day period, either Purchaser Parent or Sellers the Equityholder Representative may bring suit to resolve the objection in accordance with Sections 11.0711.09, 11.08 11.10 and 11.0911.11. (f) The Indemnitors and Indemnitees acknowledge and agree that all Damages shall be recovered (i) first, from the Indemnity Escrow Fund and (ii) second, if the aggregate of all unsatisfied claims in any Officer’s Claims Certificates exceeds the then-existing Indemnity Escrow Fund, directly from the Indemnitors in accordance with Section 10.03(b).

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, as applicable, Buyer determines in good faith that any Indemnitee Buyer Indemnified Party has a bona fide claim for indemnification pursuant to this Article 10X, Purchaser or Sellers, as applicable, Buyer may deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) Securityholder Representative a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable Buyer (any certificate delivered in accordance with the provisions of this Section 10.05(a10.04(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee a Buyer Indemnified Party has a claim for indemnification pursuant to this Article 10X; (ii) to the extent possiblereasonably practicable, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee Buyer Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnitee Buyer Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer, and the method of computation of the amount of such claim; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicableBuyer following reasonable inquiry) the material facts known to the Indemnitee Buyer Indemnified Party giving rise to such claim. (iv) . Buyer shall also provide such other information then possessed by Buyer with respect to such claim for indemnification as the Securityholder Representative may reasonably request. No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemniteea Buyer Indemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Party is Securityholders are actually and materially prejudiced thereby. (b) At the time of delivery of any Officer’s Claim Certificate to the Securityholder Representative, a duplicate copy of such Officer’s Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Buyer (on behalf of itself or any other Buyer Indemnified Party). (c) If Sellers or Purchaser, as applicable, the Securityholder Representative in good faith object objects to any claim made by the other Party Buyer in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Securityholder Representative shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Buyer during the 30-day thirty (30)-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Securityholder Representative of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, Buyer in the Officer’s Claim Certificate. If the Securityholder Representative does not deliver a Claim Dispute Notice to Buyer prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in Buyer’s favor for purposes of this Article X on the terms set forth in the Officer’s Claim Certificate and (ii) if cash remains in the Indemnity Escrow Fund, then Buyer shall direct the Escrow Agent to deliver cash from the Indemnity Escrow Fund to Buyer in accordance with this Section 10.04. (cd) If Sellers or Purchaser, as applicable, deliver the Securityholder Representative delivers a Claim Dispute Notice, then Purchaser Buyer and Sellers the Securityholder Representative shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Securityholder Representative in such Claim Dispute Notice. If Purchaser Buyer and Sellers the Securityholder Representative agree to a resolution of such objectionobjection (subject, inter alia, to Section 11.01(b)(ii)), then a memorandum setting forth the matters conclusively determined by Purchaser Buyer and Sellers the Securityholder Representative shall be prepared and signed by both partiesparties and, if cash remains in the Indemnity Escrow Fund, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Indemnity Escrow Fund in accordance with the terms of such memorandum. (de) If no such resolution can be reached during the 45forty-day five (45)-day period following PurchaserBuyer’s or Sellers’, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 45forty-day five (45)-day period, either Purchaser Buyer or Sellers the Securityholder Representative may bring suit to resolve the objection in accordance with Sections Section 11.07; provided, 11.08 however, that, to the extent any amount remains in the Indemnity Escrow Fund or any portion of the Sales Milestone Consideration has been withheld pursuant to Section 3.06(b)(i), unless Buyer initiates an Action with respect to the claim in such Officer’s Claim Certificate (whether a third party Claim or otherwise) within one hundred twenty (120) days following Buyer’s receipt of such Claim Dispute Notice, such claim shall be deemed to have been conclusively determined in the Securityholder Representative’s favor for purposes of this Article X on the terms set forth in the Claim Dispute Notice. The decision of the trial court as to the validity and 11.09amount of any claim in such Officer’s Claim Certificate shall be nonappealable, binding and conclusive upon Buyer, the Securityholder Representative and the Securityholders, and Buyer and the Securityholder Representative shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash from the Indemnity Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. (f) Notwithstanding anything to the contrary in this Section 10.04, in the event that a Buyer Indemnified Party brings a claim for indemnification under Section 10.02(b) and such claim relates to the breach of a representation or warranty or covenants by one Securityholder (a “Solo Securityholder Claim”), then, solely for purposes of this Article X, (i) only the Securityholder that is subject to such Solo Securityholder Claim (the “Solo Securityholder”) shall be required to provide indemnification pursuant this Article X, and (ii) the Solo Securityholder shall serve the role of Securityholder Representative for purposes of the Solo Securityholder Claim under this Article X, mutatis mutandis (all of the foregoing, without derogating from any other provision of this Article X which shall apply mutatis mutandis), provided that the Securityholder Representative shall be provided with a copy of any notices, certificates, memoranda or other documents or instruments delivered or exchanged between Buyer and the Solo Securityholder under or in connection with this Article X. For the avoidance of doubt and notwithstanding anything else herein to the contrary, no Securityholder shall be liable for any breach of this Agreement by any other Securityholder.

Claims and Procedures. (a) If at any time prior to the Expiration Date, Purchaser or Sellers, an Indemnitee (as applicable, defined below) determines in good faith that any Indemnitee it has a bona fide claim for indemnification pursuant to this Article 10IX and the Indemnitee intends to make such indemnification claim, then Purchaser (in the case of any indemnification claim pursuant to Section 9.2(a)) or SellersSeller (in the case of any indemnification claim pursuant to Section 9.2(b)), as applicablethe case may be, may shall promptly thereafter deliver to the other Party (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) a certificate signed by any officer of Purchaser Seller or by a representative of SellersPurchaser, as applicable the case may be, a written notice (any certificate notice delivered in accordance with the provisions of this Section 10.05(a) an 9.4(a), a “Officer’s Claim Certificate”): (i) stating that an the Indemnitee has a claim for indemnification pursuant to this Article 10; (ii) IX and, to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee claims to be entitled to receive, which shall be the amount of Damages such Indemnitee claims to have so incurred or suffered or could reasonably be expected to incur or sufferDamages; and (iii) and specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicable) the material facts known to the Indemnitee giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date shall affect an Indemnitee’s rights hereunder, unless (and then only to the extent that) the indemnifying Party Indemnitor (as defined below) is materially prejudiced thereby. (b) If Sellers Seller or Purchaser, as applicablethe case may be, in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers Seller or Purchaser, as applicablethe case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Purchaser or Seller, as the other Party case may be, during the 30-day period commencing upon receipt by Sellers Seller or Purchaser ,Purchaser, as applicable,the case may be, of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicable, in the Officer’s applicable Claim Certificate. If Seller or Purchaser, as the case may be, does not deliver a Claim Dispute Notice hereunder prior to the expiration of such 30-day period, then each claim for indemnification set forth in such Claim Certificate shall be deemed to have been conclusively determined in favor of the applicable Indemnitee for purposes of this Article IX on the terms set forth in the Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver a Claim Dispute NoticeNotice is properly delivered hereunder, then Purchaser and Sellers Seller shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,in such Claim Dispute Notice. If Purchaser and Sellers Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers Seller shall be prepared and signed by both parties. (d) If no such resolution can be reached during the 45-day period following Purchaser’s or Sellers’, as applicable, receipt of a given Claim Dispute NoticeNotice hereunder, then upon the expiration of such 45-day period, either Purchaser or Sellers Seller may bring suit to resolve the objection in accordance with Sections 11.07, 11.08 Section 10.10 and 11.09Section 10.11.

Claims and Procedures. (a) If at any time prior to the Expiration Dateexpiration of the applicable survival period set forth in Section 6.01(a), Purchaser or SellersSeller, as applicable, determines in good faith that any Indemnitee a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, has a bona fide claim for indemnification pursuant to this Article 106, Purchaser or SellersSeller, as applicable, may deliver to the other Party party obligated to indemnify under this Article 6, whether Purchaser or Seller, as applicable (with copy to the Escrow Agent under the Escrow Agreement if a claim is being made against the Indemnity Escrow) “Indemnifying Party”), a certificate signed by any officer of Purchaser or by a representative of Sellers, as applicable the Indemnified Party (any certificate delivered in accordance with the provisions of this Section 10.05(a6.05(a) an “Officer’s Claim Certificate”): (i) stating that an Indemnitee Indemnified Party has a claim for indemnification pursuant to this Article 106; (ii) to the extent possible, containing a good faith non-binding, preliminary estimate of the amount to which such Indemnitee Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnitee Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer; and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or Sellers, as applicablepossessed) the material facts known to the Indemnitee Indemnified Party giving rise to such claim. (iv) . No delay in providing such Officer’s Claim Certificate prior to the Expiration Date applicable survival period set forth in Section 6.01(a) shall affect an IndemniteeIndemnified Party’s rights hereunder, unless (and then only to the extent that) the indemnifying Indemnifying Party is materially prejudiced thereby. (b) If Sellers or Purchaser, as applicable, the Indemnifying Party in good faith object objects to any claim made by the other Party in any Officer’s Claim Certificate, then Sellers or Purchaser, as applicable, the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the other Party Purchaser or Seller, as applicable, during the 3045-day period commencing upon receipt by Sellers or Purchaser ,as applicable,the Indemnifying Party of the Officer’s Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Purchaser or Sellers ,as applicablein the Officer’s Claim Certificate. If the Indemnifying Party does not deliver a Claim Dispute Notice prior to the expiration of such 45-day period, then each claim for indemnification set forth in such Officer’s Claim Certificate shall be deemed to have been conclusively determined in the Indemnified Party’s favor for purposes of this Article 6 on the terms set forth in the Officer’s Claim Certificate. (c) If Sellers or Purchaser, as applicable, deliver the Indemnifying Party delivers a Claim Dispute Notice, then Purchaser and Sellers Seller shall attempt in good faith to resolve any such objections raised by Sellers or Purchaser, as applicable,the Indemnifying Party in such Claim Dispute Notice. If Purchaser and Sellers Seller agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by Purchaser and Sellers Seller shall be prepared and signed by both partiesparties and, in the case of a claim by a Purchaser Indemnified Party. (d) If no such resolution can be reached during the 4530-day period following Purchaser’s or Sellers’Seller’s, as applicable, receipt of a given Claim Dispute Notice, then upon the expiration of such 4530-day period, either Purchaser or Sellers Seller may bring suit to resolve the objection in accordance with Sections 11.07Section 7.06, 11.08 and 11.09.Section 7.07