Common use of Claims for Indemnification Resolution of Conflicts Clause in Contracts

Claims for Indemnification Resolution of Conflicts. (a) Subject to the limitations set forth in Section 7.3, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) (i) stating that the Beneficiary has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation Schedule.

Claims for Indemnification Resolution of Conflicts. (a) Subject Making a Claim for Indemnification; Officer’s Certificate. A Parent Indemnified Party may seek recovery of Losses pursuant to this Section 8.4(a) by delivering to the limitations set forth Stockholder Representative (and, in Section 7.3the case of recovery sought from fewer than all of the Indemnifying Parties, if delivering to the applicable Indemnifying Parties, with a copy to the Stockholder Representative) an Indemnified Party wishes Officer’s Certificate in respect of such claim. The date of such delivery of an Officer’s Certificate is referred to make an herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification claim under this Article VIIcontained therein). For purposes hereof, such “Officer’s Certificate” shall mean a certificate signed by any authorized officer of a Parent Indemnified Party (“Beneficiary”) shall deliver or, in the case of a written notice (Parent Indemnified Party who is an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) individual, signed by such individual): (i) stating that the Beneficiary such Parent Indemnified Party has paid, sustained, incurred, suffered or sustainedaccrued, or reasonably anticipates that it may will have to pay, incur, suffer or sustain, incur or accrue Losses for and including, to the Beneficiary is entitled to indemnification under this Article VII (extent reasonably practicable, a “Liability Claim”)non-binding, preliminary estimate of the amounts of such Losses and (ii) specifying such Losses in reasonable detail (detail, to the extent available)known, andthe individual items of Losses included in the amount so stated, if applicablethe date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the misrepresentationIndemnifiable Matter to which such item is related (including, breach but not limited to, setting forth the sections of warranty or covenant this Agreement to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part Officer’s Certificate need only specify such information to the knowledge of such officer or such Parent Indemnified Party as of the Beneficiary in giving Claim Date, shall not limit any of the rights or remedies of such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (Parent Indemnified Party, and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice be updated and amended from time to time by such Parent Indemnified Party by delivering an updated or amended Officer’s Certificate to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified applicable Indemnifying Parties, based on their Pro Rata Shares implied by as the Allocation Schedulecase may be.

Claims for Indemnification Resolution of Conflicts. (aA) Subject to the limitations set forth in Section 7.3, if an Indemnified Party wishes to make an Any Person making a claim for indemnification claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice Section 5 (an “Indemnification Claim NoticeIndemnified Party”) to must give the party required to provide indemnification under this Agreement indemnifying Party (the “Indemnifying Party”) (i) stating written notice of such claim describing such claim in reasonable detail and the nature and amount of the Loss, to the extent that the Beneficiary has paid, incurred, suffered or sustainednature and amount, or reasonably anticipates that it may payanticipated amount, incur, suffer or sustain, Losses for the Beneficiary is entitled to indemnification under this Article VII thereof are determinable at such time (a “Liability ClaimClaim Notice”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than in all events within twenty (20) Business Daysdays, after the Indemnified Party receives notice from a third party with respect to any Beneficiary becomes aware matter which may give rise to a claim for indemnification against the Indemnifying Party (a “Third Party Claim”) or otherwise discovers the Liability, obligation or facts giving rise to such claim for indemnification, and, if applicable, will send a copy of any such Liability ClaimClaim Notice to the Escrow Agent during the period for which the Escrow Agreement remains in effect; provided, however, that no the failure to notify or delay on in notifying the part of the Beneficiary in giving such Indemnification Claim Notice shall Indemnifying Party will not relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely its obligations under this Section 5, except to the extent that) that the Indemnifying Party defense of such claim is materially prejudiced by such delayas a result thereof. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt For purposes of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”this Section 5(b), if the Sellers, collectively, comprise the Indemnified Party or Indemnifying Party, then in each such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect case all references to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding Indemnified Party or Indemnifying Party, as the foregoingcase may be, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than except for provisions related relating to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII ) shall be deemed to be satisfied by payment (or issuance) refer to the Sellers’ Representative acting on behalf of such indemnifying payment Indemnified Party or Indemnifying Party, as applicable. (B) Within thirty (30) days after receipt of a Claim Notice with respect to a Third Party Claim, the Indemnified Party may assume the defense of such matter; provided, that (1) the Indemnified Party shall retain counsel reasonably acceptable to the Company Stockholder Indemnifying Party, (2) the Indemnifying Party will be given the opportunity to participate in the defense of such claim at its sole cost and expense, but not to direct or conduct such defense, and (3) the Indemnified PartiesParty may not consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnifying Party from all Liability and obligations with respect thereto. If, based on their Pro Rata Shares implied by within such thirty (30) day period, the Allocation ScheduleIndemnified Party does not assume the defense of such matter, the Indemnifying Party may defend against the matter in any manner that it reasonably may deem appropriate and may consent to the entry of any judgment with respect to the matter or enter into any settlement with respect to the matter without the consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall cooperate with the Indemnified Party in all matters arising under this Section 5.

Claims for Indemnification Resolution of Conflicts. (a) Subject Making a Claim for Indemnification; Officer’s Certificate. Parent (on behalf of itself and/or any other Indemnified Parties) may seek recovery of Losses pursuant to this Article VII by delivering to the limitations set forth Escrow Representative (and, in Section 7.3the case of recovery sought from fewer than all of the Indemnifying Parties, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) delivering to the party required applicable Indemnifying Parties) an Officer’s Certificate in respect of such claim (and, in the case of a claim against the Escrow Fund, with a copy delivered simultaneously to provide indemnification under this Agreement (the Escrow Agent). The date of such delivery of an Officer’s Certificate is referred to herein as the “Indemnifying Party”) Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of Parent: (i) stating that the Beneficiary an Indemnified Party has paid, incurred, suffered sustained or sustained, incurred or it is reasonably anticipates likely that it may will have to pay, incursustain or incur Losses and including, suffer or sustainto the extent reasonably practicable, a non-binding, preliminary estimate of the amounts of such Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available)individual items of Losses included in the amount so stated, andthe date each such item was paid, if applicablesustained or incurred, or the basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty or covenant Indemnifiable Matter to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part Officer’s Certificate need only specify such information to the knowledge of such officer or such Indemnified Party as of the Beneficiary in giving such Indemnification Claim Notice Date, shall relieve not limit any of the Indemnifying Party rights or remedies of any indemnification obligation hereunder unless (Indemnified Party, and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice be updated and amended from time to time by the Indemnified Party by delivering an updated or amended Officer’s Certificate to reflect any change in circumstances following the date thereof. (b) If Escrow Representative or applicable Indemnifying Party(ies), as the Indemnifying Party shall not object in writing within case may be. Following the twenty (20) Business Day period after receipt delivery of an Indemnification Claim Notice by delivery of a written notice of objection containing a Officer’s Certificate, the Escrow Representative and its representatives and agents shall be given all such access (including electronic access, to the extent available) as they may reasonably detailed description require to the books and records of the facts Surviving Corporation and circumstances supporting an objection access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by individuals responsible for the Indemnifying Party matters that are the Beneficiary is entitled to the full amount subject of the claim Officer’s Certificate, as they may reasonably require for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights purposes of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on investigating or resolving any such memorandum. (d) In the event that there is a dispute relating disputes or responding to any Indemnification Claim Notice matters or Indemnification Claim Objection Notice that cannot be settled inquiries raised in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11Officer’s Certificate. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation Schedule.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the limitations set forth in Section 7.38.1, Section 8.2, and Section 8.3, if an a Parent Indemnified Party wishes to make an indemnification claim under this Article VIIVIII, Parent, on behalf of such Parent Indemnified Party (“Beneficiary”) Party, shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) Stockholder Representative (i) stating that the Beneficiary such Parent Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustain Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such To the extent reasonably practicable, Parent shall include with the Indemnification Claim Notice with respect such documents and other information available to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part Parent in support of the Beneficiary claims asserted therein, and shall provide such other information as the Stockholder Representative may reasonably request in giving such Indemnification Claim Notice shall relieve order to allow the Indemnifying Party Stockholder Representative to assess the merits of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delayclaims. A Beneficiary Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof, so long as such update reasonably relates to the underlying facts and circumstances specifically set forth in such original Indemnification Claim Notice. (b) If the Indemnifying Party Stockholder Representative on behalf of the Company Indemnitors shall not object in writing within the twenty (20) 20 Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances (if then known) supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party Stockholder Representative on behalf of the Company Indemnitors that the Beneficiary Parent Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice if and to the extent such Losses are actually paid, incurred, suffered or sustained, but subject to the other limitations on recovery set forth herein. In such event, Parent and the Stockholder Representative shall promptly (but in any event within three Business Days of the resolution of such Indemnification Claim Notice) deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to immediately release and distribute to Parent from the Indemnity Escrow Account (or the Other Indemnity Escrow Account with respect to an Other Indemnity Claim, Indemnity Escrow Cash (if any remains) or the Other Indemnity Escrow Cash with respect to an Other Indemnity Claim) with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice (or to the extent then available in the Indemnity Escrow Account in the event such Losses exceed the then-available balance of the Indemnity Escrow Account (or to the extent then available in the Other Indemnity Escrow Account in the event such Losses exceed the then available balance of the Other Indemnity Escrow Account with respect to an Other Indemnity Claim)). (c) In the event that the Indemnifying Party Stockholder Representative shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b8.4(b), the Beneficiary Stockholder Representative and Indemnifying Party Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to each of such claims. If the Beneficiary Stockholder Representative and Indemnifying Party Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Partiesparties and, in the case of an indemnification claim to be recovered from the Indemnity Escrow Account or Other Indemnity Escrow Account, as applicable, shall be furnished to the Escrow Agent. The Beneficiary and the Indemnifying Party Escrow Agent shall be entitled to conclusively rely on any such memorandum and make distributions from the Indemnity Escrow Account or Other Indemnity Escrow Account, as the case may be, in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release and distribute to Parent (i) from the Indemnity Escrow Account, the Indemnity Escrow Cash or (ii) from the Other Indemnity Escrow Account, the Other Indemnity Escrow Cash with respect to an Other Indemnity Claim, as applicable, with an aggregate value equal to the Losses set forth in such memorandum (or to the extent then available in the Indemnity Escrow Account in the event such Losses exceed the then available balance of the Indemnity Escrow Account (or, in the case of Losses arising from an Other Indemnity Claim, to the extent then available in the Other Indemnity Escrow Account in the event such Losses exceed the then available balance of the Other Indemnity Escrow Account)). Should the amount held in the Indemnity Escrow Account, if any, be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VIII, each Company Indemnitor shall, within 20 Business Days following the date of such memorandum, pay to the Parent Indemnified Party, such Company Indemnitor’s Pro Rata Share of such shortfall. If such shortfall becomes payable prior to the Liquidity Date applicable to a particular Company Indemnitor, such Company Indemnitor may elect, in its sole discretion, whether to satisfy such shortfall in cash, in shares of Parent Class A Common Stock, or a combination thereof, with such shares to be valued for these purposes at the Parent Stock Price. If such shortfall becomes payable following the Liquidity Date applicable to a particular Company Indemnitor, the shortfall shall be payable solely in cash. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c8.4(c), either each of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.1110.11. Notwithstanding the foregoing, if Parent and the Stockholder Representative mutually agree, Parent and the Stockholder Representative may submit any such dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. (e) On or before the third Business Day after the Indemnity Escrow Expiration Date, Parent will notify the Stockholder Representative in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for (i) indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice (other than for Other Indemnity Claims) that was delivered to the Stockholder Representative at or prior to 11:59 p.m. (Pacific Time) on the Indemnity Escrow Expiration Date, but not resolved, at or prior to such time (each such claim a “RW Indemnity Continuing Claim” and such amount, as may be reduced from time to time in accordance with this Agreement, the “RW Indemnity Retained Escrow Amount”) and (ii) indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice for Other Indemnity Claims that was delivered to the Stockholder Representative at or prior to 11:59 p.m. (Pacific Time) on the Indemnity Escrow Expiration Date, but not resolved, at or prior to such time (each such claim an “Other Indemnity Continuing Claim” and such amount, as may be reduced from time to time in accordance with this Agreement, the “Other Indemnity Retained Escrow Amount”). Within 10 Business Days following the Indemnity Escrow Expiration Date, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release and distribute from (i) the Indemnity Escrow Account an amount equal to (A) the Indemnity Escrow Cash (as reduced from time to time pursuant to the terms of this Agreement) as of the Indemnity Escrow Expiration Date, minus (B) the Indemnity Escrow Cash in the aggregate equal to the RW Indemnity Retained Escrow Amount, which amount shall be released and distributed to the Paying Agent for further distribution to the Company Indemnitors in accordance with their applicable Pro Rata Share of such amount pursuant to Section 2.1(a) or Section 2.1(c), as applicable, and (ii) the Other Indemnity Escrow Account an amount equal to (A) the amount remaining in the Other Indemnity Escrow Account at such time in excess of $30,000,000 as of the Other Indemnity Escrow Expiration Date, minus (B) the Other Indemnity Escrow Cash in the aggregate equal to the Other Indemnity Retained Escrow Amount at such time, which amount shall be released and distributed to the Paying Agent for further distribution to the Company Indemnitors in accordance with their applicable Pro Rata Share of such amount pursuant to Section 2.1(a) or Section 2.1(c), as applicable; provided if the amount in the Other Indemnity Escrow Account is less than $30,000,000 at the Indemnity Escrow Expiration Date, no amount therein shall be released. (f) Following the Indemnity Escrow Expiration Date, after resolution and payment of a RW Indemnity Continuing Claim, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Account the Indemnity Escrow Cash in an amount in the aggregate equal to (i) the RW Indemnity Retained Escrow Amount (as reduced from time to time pursuant to the terms of this Agreement) as of the date of such resolution and payment, minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy other RW Indemnity Continuing Claims (which amounts will continue to be held as the RW Indemnity Retained Escrow Amount) to the Paying Agent for further distribution to the Company Indemnitors in accordance with their applicable Pro Rata Share of such amount pursuant to Section 2.1(a) or Section 2.1(c), as applicable. (g) On or before the third Business Day after the Other Indemnity Escrow Expiration Date, Parent will notify the Stockholder Representative in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice for an Other Indemnity Claim that was delivered to the Stockholder Representative at or prior to 11:59 p.m. (Pacific Time) on the Other Indemnity Escrow Expiration Date, but not resolved, at or prior to such time (each such claim, also an Other Indemnity Continuing Claim). Within 10 Business Days following the Other Indemnity Escrow Expiration Date, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release and distribute from the Other Indemnity Escrow Account an amount equal to (i) the Other Indemnity Escrow Cash (as reduced from time to time pursuant to the terms of this Agreement) as of the Other Indemnity Escrow Expiration Date, minus (ii) the Other Indemnity Escrow Cash in the aggregate equal to the Other Indemnity Retained Escrow Amount outstanding at such time, which amount shall be released and distributed to the Paying Agent for further distribution to the Company Indemnitors in accordance with their applicable Pro Rata Share of such amount pursuant to Section 2.1(a) or Section 2.1(c), as applicable. (h) Following the Other Indemnity Escrow Expiration Date, after resolution and payment of a Other Indemnity Continuing Claim, Parent and the Stockholder Representative shall deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to release from the Other Indemnity Escrow Account the Other Indemnity Escrow Cash in an amount in the aggregate equal to (i) the Other Indemnity Retained Escrow Amount (as reduced from time to time pursuant to the terms of this Agreement) as of the date of such resolution and payment, minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy other Other Indemnity Continuing Claims (which amounts will continue to be held as the Other Indemnity Retained Escrow Amount) to the Paying Agent for further distribution to the Company Indemnitors in accordance with their applicable Pro Rata Share of such amount pursuant to Section 2.1(a) or Section 2.1(c), as applicable. (i) Each of the parties acknowledges and agrees that as a condition to Parent’s and Paying Agent’s obligation to make any payments pursuant to Section 8.4(e) or Section 8.4(f), the Stockholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the amounts payable to each Company Indemnitor in accordance with such section. Parent and the Paying Agent shall be entitled to conclusively rely upon the updated Allocation Schedule delivered by the Stockholder Representative, including with respect to whether any individual Company Indemnitor received the appropriate portion of any such distribution, and in no event will Parent, the Final Surviving Entity or any of their Affiliates have any liability to any Person on account of payments or distributions made in accordance with the updated Allocation Schedule delivered by the Stockholder Representative. (j) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII VIII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, Representative and (ii) any notices required to be delivered by, or any actions that are required to be taken by, (other than any obligations to make or right to receive any payments) any Company Indemnitors pursuant to this Article VII VIII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation ScheduleRepresentative.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the survival periods in Section 8.1 and the limitations set forth in Section 7.38.3, if an a Parent Indemnified Party wishes to make an indemnification claim under this Article VIIVIII, such Parent Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) Stockholder Representative (i) stating that the Beneficiary such Parent Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustain Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail and the amount thereof (to the extent available)known and reasonably quantifiable or estimable) in reasonable detail, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third A Parent Indemnified Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof, but not to allege a breach of a representation or warranty that expired pursuant to Section 8.1 prior to the date such update is delivered to the Stockholder Representative. (b) If the Indemnifying Party shall Stockholder Representative on behalf of the Company Indemnitors does not object in writing within the twenty (20) Business Day 30-day period after receipt of an Indemnification Claim Notice by delivery to Parent of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party Stockholder Representative on behalf of the Company Indemnitors that the Beneficiary Parent Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent an aggregate amount of Indemnity Escrow Cash equal to the amount of the Losses so acknowledged (or as much Indemnity Escrow Cash as is then available in the event such Losses exceed the then available Indemnity Escrow Cash). Any Losses recovered under this Article VIII from the Indemnity Escrow Cash shall reduce the amount of Indemnity Escrow Cash in the same proportion as Indemnity Escrow Cash was withheld from the Company Indemnitors at the Closing (as set forth on the Allocation Schedule). Should the Indemnity Escrow Cash be insufficient to satisfy in whole the amount of Losses agreed upon or acknowledged to be paid to a Parent Indemnified Party in accordance with this Section 8.4(b), then, subject to the limitations set forth in this Article VIII (including the limitations set forth in Sections 8.3(a)-(e)), each Company Indemnitor shall, within ten (10) Business Days following the date of written notice from the Stockholder Representative, pay to the Parent Indemnified Party such Company Indemnitor’s Pro Rata Share of such shortfall in cash; provided, however, that in respect of a Company Indemnitor who received Parent Common Stock in the Merger, such Company Indemnitor may elect, in its sole discretion, whether to satisfy such shortfall in cash, in shares of Parent Common Stock, or a combination thereof, with such shares to be valued at an amount equal to the Parent Stock Price. (c) In the event that the Indemnifying Party Stockholder Representative shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b8.4(b) (or in the event indemnification is being sought hereunder directly from a Company Indemnitor, if such Company Indemnitor shall object to any claim(s) made in any Indemnification Claim Notice to recover directly from such Company Indemnitor within 30 days after delivery of such Indemnification Claim Notice), the Beneficiary Stockholder Representative (or such objecting Company Indemnitor) and Indemnifying Party Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to each of such claims. If the Beneficiary Stockholder Representative (or such objecting Company Indemnitor) and Indemnifying Party Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Partiesparties. The Beneficiary and the Indemnifying Party Parent shall be entitled to conclusively rely on any such memorandum. In such event, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent an aggregate amount of Indemnity Escrow Cash equal to the amount of the Losses agreed to in such memorandum (or as much Indemnity {N4442029.10} 255288355 v23 Escrow Cash as is then available in the event such Losses exceed the then available Indemnity Escrow Cash). Should the Indemnity Escrow Cash be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance such memorandum, then, subject to the limitations set forth in this Article VIII, each Company Indemnitor shall, within ten (10) Business Days following the date the Stockholder Representative delivers to the Company Indemnitors a copy of such memorandum, pay to the Parent Indemnified Party, such Company Indemnitor’s Pro Rata Share of such shortfall in cash. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c)8.4(c) after good faith negotiation for not less than thirty (30) days after delivery of an Indemnification Claim Objection Notice, either each of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.1110.11. No Losses being disputed under this Section 8.4(d) shall be paid until a final determination is made by a court of competent jurisdiction or is settled pursuant to a settlement agreement or is agreed to by the Stockholder Representative (or objecting Company Indemnitor) in writing (in each case, a “Final Determination”). Any Losses set forth in such Final Determination shall be paid out of the Indemnity Escrow Cash or by the Company Indemnitors, as applicable, within ten (10) Business Days following the date of such Final Determination. (e) Promptly after the date that is eighteen (18) months following the Closing Date (the “Indemnity Escrow Expiration Date”), Parent will notify the Stockholder Representative in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice that was delivered to the Stockholder Representative at or prior to 11:59 p.m. (Pacific time) on the Indemnity Escrow Expiration Date, but not resolved at or prior to such time (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Within ten (10) Business Days following the Indemnity Escrow Expiration Date, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative, to the Escrow Agent directing the Escrow Agent to transfer and release to the Paying Agent and the Surviving Corporation for further distribution to the Company Indemnitors in accordance with Section 2.1 (i) the Indemnity Escrow Cash then remaining as of the Indemnity Escrow Expiration Date (as reduced by distributions from time to time expressly authorized pursuant to the terms of this Agreement and the Escrow Agreement) minus (ii) an amount equal to the Retained Escrow Amount. Parent shall cause any such Indemnity Escrow Cash, if any, to be released and delivered by the Escrow Agent to the Paying Agent or the Surviving Corporation for further distribution to the Company Indemnitors in accordance with Section 2.1. (f) Following the Indemnity Escrow Expiration Date, after resolution and payment of all Continuing Claims, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative, to the Escrow Agent directing the Escrow Agent to transfer and release to the Paying Agent and/or the Surviving Corporation for further distribution to Company Indemnitors in accordance with Section 2.1 any then remaining Indemnity Escrow Cash. (g) Each of the parties acknowledges and agrees that as a condition to Parent’s, Surviving Corporation’s and Paying Agent’s obligation to make any distributions or payments pursuant to Section 8.4(e) and Section 8.4(f), the Stockholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the amounts distributable or payable to each Company Indemnitor in accordance with such sections; provided, that Parent shall cooperate with and provide to the Stockholder Representative such information as it may require to so update the Allocation Schedule, including all additional or incremental Transaction Payroll Taxes calculated with respect to such distributable or payable amounts (if any). Parent and the Paying Agent shall be entitled to conclusively rely upon the updated {N4442029.10} 255288355 v23 Allocation Schedule delivered by the Stockholder Representative, including with respect to whether any individual Company Indemnitor received the appropriate portion of any such distribution. (h) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII VIII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, Representative and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII VIII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation ScheduleRepresentative.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the limitations set forth in Section 7.310.3, if an Indemnified Party wishes to make an indemnification claim under this Article VIIX, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required Party obligated to provide indemnification under pursuant to this Agreement Article X (the each, an “Indemnifying Party”) (i) stating that the Beneficiary such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustain Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third An Indemnified Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty thirty (2030) Business Day period days after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary Indemnified Party that provided such Indemnification Claim Notice is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. Subject to the limitations set forth in this Article X, the Indemnifying Party shall, within thirty (30) days following the date of such Indemnification Claim Notice, pay to the Indemnified Party that provided such Indemnification Claim Notice the full amount of claim for Losses set forth in such Indemnification Claim Notice in cash. (c) In the event that the an Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b10.4(b), the Beneficiary Indemnifying Party and Indemnifying the Indemnified Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary Indemnifying Party and Indemnifying the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Indemnified Party shall be entitled to conclusively rely on any such memorandum. Subject to the limitations set forth in this Article X, the Indemnifying Party shall, within ten (10) Business Days following the date of such Indemnification Claim Notice, pay to the Indemnified Party the full amount of such shortfall in cash. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c10.4(c), either each of Parent the Indemnifying Party or the Stockholder Representative Indemnified Party may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.1112.13. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation Schedule.

Claims for Indemnification Resolution of Conflicts. (ai) Subject The Securityholder Representative may object to the limitations a claim for indemnification set forth in Section 7.3, if an the Notice of Claim by delivering to the Indemnified Party wishes to make an seeking indemnification claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice statement of objection to the claim made in the Notice of Claim (an “Indemnification Claim Objection Notice”); provided, that to be effective, such Objection Notice must (A) be delivered to the party required Indemnified Party or Parent prior to provide indemnification under this Agreement (the “Indemnifying Party”) (i) stating that 45th day following the Beneficiary has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses for date on which the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), Notice of Claim was received by the Securityholder Representative; and (iiB) specifying such Losses set forth in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely objections to the extent that) claims in respect of which the Indemnifying Party objection is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereofmade. (bii) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of Securityholder Representative timely delivers an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b)‎8.2(e)(i) hereof, the Beneficiary Securityholder Representative and Indemnifying Party shall the Indemnified Parties will attempt in good faith to agree upon the rights of the respective Parties parties with respect to each of such claims; provided, that the Indemnified Parties may limit their disclosures to the Securityholder Representative pursuant to good faith efforts, based on the advice of legal counsel, to preserve attorney-client privilege, or any other similar privileges. If the Beneficiary Securityholder Representative and Indemnifying Party should so agreethe Indemnified Parties reach an agreement, a memorandum setting forth such agreement shall will be prepared and signed by all applicable parties (any claims covered by such an agreement, “Settled Claims”). Any amounts required to be paid as a result of a Settled Claim will be paid by the applicable Indemnifying Party to the Indemnified Parties pursuant to the Settled Claim within 30 days of the applicable claim becoming a Settled Claim, subject to the limitations herein, including the provisions of Sections ‎8.2(f) and ‎8.3. (iii) If no such agreement can be reached after good faith negotiation prior to 60 days after delivery of an Objection Notice, then upon the expiration of such 60-day period either Parent or the Securityholder Representative may demand arbitration of the matter unless the amount of the Damage that is at issue is the subject of a pending third-party claim or any investigation by any Governmental Body, in which event arbitration will not be commenced until such third-party claim or investigation is finally resolved or both Partiesparties agree to arbitration, and in either such event the matter will be settled by arbitration conducted pursuant to Section ‎11.11 (iv) Arbitration under Section ‎11.11 will apply to any dispute among the Indemnifying Parties and the Indemnified Parties under this Article VIII. The Beneficiary decision of the Arbitrator as to the validity and amount of any claim in such Notice of Claim will be final, binding, and conclusive upon the parties to this Agreement, the Indemnified Parties and the Indemnifying Parties. Such decision will be written and will be supported by written findings of fact and conclusions which will set forth the award, judgment, decree or order awarded by the Arbitrator. Claims determined by arbitration as provided in this Section ‎8.2(e)(iv) are referred to as “Resolved Claims”. Within 30 days of a decision of the Arbitrator requiring payment by an Indemnifying Party shall be entitled to conclusively rely on any an Indemnified Party, such memorandum. (d) In Indemnifying Party will make the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect payment to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC , subject to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuanceSections ‎8.2(f) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation Scheduleand ‎8.3.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the survival periods in Section 6.1 and the limitations set forth in Section 7.36.3 hereof, if an Indemnified Party wishes to make an indemnification claim under this Article VIIVI, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the indemnifying party required to provide indemnification under this Agreement (the “Indemnifying Party”) (i) stating that the Beneficiary such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”)sustain Losses, and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third An Indemnified Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty fifteen (2015) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, (i) if the Indemnifying Party is the Company Stockholders, the Company Stockholders shall forfeit the right to receive Holdback Shares equal to the value of the amount of the Losses set forth in such Indemnification Claim Notice (or as much Holdback Shares as is then available in the event such Losses exceed the then available Holdback Shares), and should the Holdback Shares be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance with the Indemnification Claim Notice, then, subject to the limitations set forth in this Article VI, each Company Stockholders shall, at its election, within ten (10) Business Days following the date of such memorandum, pay to the Parent Indemnified Party either (x) cash, (y) shares of Parent Common Stock or (z) a mixture of cash and shares of Parent Common Stock (with such shares of Parent Common Stock valued at the Parent Common Stock Price) equal to its Pro Rata Share of the Losses set forth in such Indemnification Claim Notice; and (ii) if the Indemnifying Party is Parent, Parent shall, within ten (10) Business Days following the date of such memorandum, pay cash to the Stockholder Indemnified Party. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b6.4(b), the Beneficiary Company Stockholders and Indemnifying Party Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to each of such claims. If the Beneficiary Company Stockholders and Indemnifying Party Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Partiesparties. The Beneficiary Parent and the Indemnifying Party Company Stockholders shall be entitled to conclusively rely on any such memorandum. In such event, (i) if the Indemnifying Party is the Company Stockholders, the Company Stockholders shall forfeit the right to receive Holdback Shares equal to an aggregate amount of Holdback Shares equal to the amount of the Losses set forth in such memorandum (or as much Holdback Shares as is then available in the event such Losses exceed the then available value of the Holdback Shares), and should the Holdback Shares be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance such memorandum, then, subject to the limitations set forth in this Article VI, each Company Stockholder shall, at its election, within ten (10) Business Days -42- following the date of such memorandum, pay to the Parent Indemnified Party (y) shares of Parent Common Stock or (z) a mixture of cash and shares of Parent Common Stock (with such shares valued at the Parent Common Stock Price) equal to its Pro Rata Share of the Losses set forth in such Indemnification Claim Notice; and (ii) if the Indemnifying Party is Parent, Parent shall, within ten (10) Business Days following the date of such memorandum, pay cash to the Stockholder Indemnified Party. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c6.4(c), either each of Parent or the Stockholder Representative Company Stockholders may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.117.11. (e) Notwithstanding Promptly after the foregoingdate that is twelve (12) months following the Closing Date (the “Interim Indemnity Holdback Expiration Date”), Parent will notify the Company Stockholders in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice that was delivered to the Company Stockholders at or prior to 11:59 p.m. (New York time) on the Interim Indemnity Holdback Expiration Date, but not resolved, at or prior to such time (each such claim a “Interim Continuing Claim”). Within ten (10) Business Days following the Interim Indemnity Holdback Expiration Date, Parent shall cause its transfer agent to deliver to the Company Stockholders (in accordance with each such stockholder’s Pro Rata Share of such amount) the amount of Holdback Shares equal to one-half of the initial amount of Holdback Shares, minus the amount of Holdback Shares used to satisfy any claims for indemnification prior to the Interim Indemnity Holdback Expiration Date, and the amount of Holdback Shares necessary to satisfy any Interim Continuing Claim. (f) Promptly after the date that is eighteen (18) months following the Closing Date (the “Final Indemnity Holdback Expiration Date”), Parent will notify the Company Stockholders in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice that was delivered to the Company Stockholders at or prior to 11:59 p.m. (New York time) on the Final Indemnity Holdback Expiration Date, but not resolved, at or prior to such time (each such claim a “Final Continuing Claim” and such amount, the “Retained Holdback Amount”). Within ten (10) Business Days following the Final Indemnity Holdback Expiration Date, Parent shall cause its transfer agent to deliver to the Company Stockholders (in accordance with each such stockholder’s Pro Rata Share of such amount) (i) any notice that is required the Holdback Shares then remaining as of the Final Indemnity Holdback Expiration Date (as reduced by distributions from time to be delivered to any Company Indemnitors time pursuant to the terms of this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder RepresentativeAgreement), and minus (ii) any notices required an amount of Holdback Shares that in the aggregate equal the Retained Holdback Amount. (g) Following the Final Indemnity Holdback Expiration Date, after resolution and payment of all Continuing Claims, Parent cause its transfer agent to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment deliver to the Company Stockholder Indemnified Parties, based on their Stockholders any then-remaining Holdback Shares (in accordance with each such stockholder’s Pro Rata Shares implied by the Allocation ScheduleShare of such amount).

Claims for Indemnification Resolution of Conflicts. (a) Subject Making a Claim for Indemnification; Officer’s Certificate. The Purchaser, on behalf of an Indemnified Party, may seek recovery of Losses pursuant to this Article IX by delivering to the limitations set forth Stockholder Representative an Officer’s Certificate in Section 7.3respect of such claim promptly, if but in any event within sixty (60) days following the date on which the Purchaser obtained knowledge of such claim; provided that the failure to timely deliver an Indemnified Party wishes to make an indemnification Officer’s Certificate shall not impair such claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) or any rights or remedies available with respect thereto except to the party required extent the Indemnifying Party is actually prejudiced thereby. The date of receipt by the Stockholder Representative of an Officer’s Certificate is referred to provide indemnification under this Agreement (herein as the “Indemnifying Party”) Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of the Purchaser: (i) stating that the Beneficiary an Indemnified Party has paid, sustained, or incurred, suffered or sustained, or reasonably anticipates in good faith that it may will have to pay, sustain, or incur, suffer or sustainLosses and including a reasonable estimate of the amounts of such Losses, Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”)if known, and (ii) specifying such Losses in reasonable detail (to the extent available)individual items of Losses included in the amount so stated, andthe date each such item was paid, if applicablesustained, or incurred, or the basis for such 71 anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant Indemnifiable Matter to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be ; provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required the Officer’s Certificate need only specify such information to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery the knowledge of such notice to officer or such Indemnified Party as of the Stockholder RepresentativeClaim Date, shall not limit any of the rights or remedies of any Indemnified Party, and (ii) any notices required the Officer’s Certificate may be updated and amended from time to be delivered by, time prior to the applicable Survival Date by the Purchaser by delivering an updated or any actions that are required amended Officer’s Certificate to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (it being understood that any such update or amendment, if material, will extend the Objection Deadline by a new forty-five (45) day period) and (iii) no Indemnified Party’s rights and remedies shall be prejudiced as a result of limitations on disclosure in any Officer’s Certificate (except to the extent the Indemnifying Party is actually prejudiced thereby), including any updates or amendments thereto, where such limitations are made in good faith to preserve the attorney client privilege, the work product doctrine or any other than provisions related to an obligation to make or a right to receive any payments). Any rights privileges (provided, further, that the Purchaser shall at the time of delivery of the Company Officer’s Certificate notify the Stockholder Indemnified Parties Representative that it has so limited its disclosure and thereafter shall be exercised only by cooperate with the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC use commercially reasonable efforts to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed cause such limitation to be satisfied by payment (or issuance) of such indemnifying payment removed and the applicable information provided to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied Representative or its representatives in a manner that would not reasonably be expected to result in any waiver of any privilege (including by the Allocation Scheduleentering into a common interest or joint defense agreement)).

Claims for Indemnification Resolution of Conflicts. (a) Subject to Any Indemnified Person seeking indemnification hereunder will promptly, and no less than 30 days after becoming aware of such claim, notify in writing (the limitations set forth in Section 7.3, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement Representative (on behalf of the Sellers) of any claim, action, suit, Proceeding, demand or breach (collectively, a “Indemnifying PartyClaim”) (i) stating that the Beneficiary has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claimwhich the Indemnified Person claims indemnification hereunder; provided, however, that no delay on the part failure to provide such notice shall not release the Sellers from any of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely their obligations under this Article XI except to the extent that) the Indemnifying Party is Sellers are materially prejudiced by such delayfailure. A Beneficiary may update an Indemnification Any Claim Notice from time to time to reflect any change delivered under this Section 11.4 shall describe in circumstances following reasonable detail the date thereofbasis upon which the Indemnified Person’s claim for indemnification is asserted. (b) If In the Indemnifying event Purchaser becomes aware of a third party claim (a “Third Party Claim”) which Purchaser reasonably believes may result in a claim for indemnification pursuant to this Article XI, Purchaser shall not object in writing within notify the twenty (20) Business Day period after receipt Representative of an Indemnification such claim with a Claim Notice by delivery of (a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Third Party Notice”), and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim (except that Purchaser may withhold from Representative such communications with its legal counsel to the extent that legal counsel to Purchaser advises that providing such communication could result in the loss of any attorney-client privilege or right under the work-product doctrine of Purchaser or any Indemnified Person in respect of such claim); provided, however, that the failure to so object provide such notice shall not release the Sellers from any of their obligations under this Article XI except to the extent and only to the extent that the Sellers are materially prejudiced by such failure. Upon receipt of a Third Party Notice, the Representative shall be an irrevocable acknowledgment by entitled (on behalf of the Indemnifying Sellers, as applicable, and at their expense) to participate in, but not to control, determine or conduct, the defense of such Third Party Claim. Purchaser shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and the Representative shall not be entitled to control any negotiation of settlement, adjustment or compromise with respect to any such Third Party Claim; provided, that except with the consent of the Representative (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any such Third Party Claim with third party claimants shall be determinative of the right of any Indemnified Person to be indemnified with respect to such Third Party Claim or settlement or any Losses relating thereto; provided, further, that the Beneficiary is entitled to the full amount consent of the claim Representative with respect to any settlement of any such Third Party Claim shall be deemed to have been given unless the Representative shall have objected within thirty (30) days after a written request for Losses set forth in such Indemnification Claim Notice. (c) consent by Purchaser. In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b)Representative has consented to any such settlement, adjustment or compromise, the Beneficiary and Indemnifying Party Sellers shall attempt in good faith have no power or authority to agree upon object under any provision of this Article XI to the rights of the respective Parties with respect to each amount of such claims. If the Beneficiary and Indemnifying Party should so agreesettlement, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on adjustment or compromise; provided, that any such memorandum. (d) In amounts are recoverable following the event that there is a dispute relating to application of any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled relevant limitations set forth in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation ScheduleXI.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the limitations set forth in Section 7.3this Article IX, if an a Buyer Indemnified Party or the Sellers Representative (on behalf of a Seller Indemnified Party) (as applicable, an “Indemnified Party”) wishes to make an indemnification claim under this Article VIIIX, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide Sellers Representative (in the case of any indemnification claims by a Buyer Indemnified Party under this Agreement Section 9.2(a)), the applicable Selling Securityholder (in the case of any indemnification claims by a Buyer Indemnified Party under Section 9.2(b)) or Buyer (in the case of any indemnification claims by the Sellers Representative (on behalf of a Seller Indemnified Party) (as applicable, the “Indemnifying Party”) prior to the expiration of the Expiration Time (i) stating that the Beneficiary such Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustained Losses for the Beneficiary which it is entitled to indemnification under this Article VII (a “Liability Claim”), IX and (ii) specifying such Losses in reasonable detail (including the amount of such Losses to the extent known or available or, if such amount is not known or available, an estimate of such Losses to the extent reasonably practicable), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant matter to which such item indemnification claim is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that Buyer, the Selling Securityholder and/or the Sellers Representative cannot be settled in accordance with Section 7.4(c)resolve through discussions and negotiation, either each of Parent Buyer or the Stockholder Sellers Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.1111.11. (ec) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors Selling Securityholder pursuant to this Article VII IX shall be deemed satisfied by delivery of such notice to the Stockholder Representative, Sellers Representative and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors Selling Securityholders pursuant to this Article VII IX shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation ScheduleSellers Representative.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the survival periods in Section 7.1 and the limitations set forth in Section 7.37.3 hereof, if an a Parent Indemnified Party wishes to make an indemnification claim under this Article VII, Parent, on behalf of such Parent Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) Securityholder Representative (i) stating that the Beneficiary such Parent Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustain Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such To the extent reasonably practicable, Parent shall include with the Indemnification Claim Notice with respect such documents and other information available to a Third Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part Parent in support of the Beneficiary claims asserted therein, and shall provide such other information as the Securityholder Representative may reasonably request in giving such Indemnification Claim Notice shall relieve order to allow the Indemnifying Party Securityholder Representative to assess the merits of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delayclaims. A Beneficiary Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof, so long as such update reasonably relates to the underlying facts and circumstances specifically set forth in such original Indemnification Claim Notice. (b) If the Indemnifying Party Securityholder Representative on behalf of the Company Indemnitors shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party Securityholder Representative on behalf of the Company Indemnitors that the Beneficiary Parent Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice if and to the extent such Losses are actually paid, incurred, suffered or sustained, but subject to the other limitations on recovery set forth herein. In such event, Parent and the Securityholder Representative shall promptly (but in any event within three (3) Business Days of the resolution of such Indemnification Claim Notice) deliver a joint written instruction (a “Joint Instruction”) to the Escrow Agent instructing the Escrow Agent to immediately release to Parent from the Escrow Fund, to the extent then available, cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice (or as much cash as is then available in the Escrow Fund in the event such Losses exceed the then available balance of the Escrow Fund). (c) In the event that the Indemnifying Party Securityholder Representative shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary Securityholder Representative and Indemnifying Party Parent shall attempt in good faith to agree upon the rights of the respective Parties parties with respect to each of such claims. If the Beneficiary Securityholder Representative and Indemnifying Party Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Partiesparties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Beneficiary and the Indemnifying Party Escrow Agent shall be entitled to conclusively rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release to Parent from the Escrow Fund a portion of the Escrow Amount equal to the Losses set forth in such memorandum (or as much of the Escrow Amount as is then available in the Escrow Fund in the event such Losses exceed the then available balance of the Escrow Fund). Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VII, each Company Indemnitor shall, within ten (10) Business Days following the date of such memorandum, pay to the Parent Indemnified Party, such Company Indemnitor’s Pro Rata Share of such shortfall. (d) If no such agreement can be reached after good faith negotiation within thirty (30) days after the timely delivery of an Indemnification Claim Objection Notice by the Securityholder Representative in accordance with Section 7.4(b), either Parent or the Securityholder Representative may demand arbitration of the matter unless the amount of the Losses is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall be settled by arbitration conducted in accordance with Section 9.12. The decision of the arbitrator (or a majority of the three arbitrators, as applicable) in such arbitration proceeding pursuant to Section 9.12 as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such decision and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release to Parent from the Escrow Fund a portion of the Escrow Amount equal to the Losses set forth in such decision (or as much of the Escrow Amount as is then available in the Escrow Fund in the event such Losses exceed the then available balance of the Escrow Fund). Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance with such decision, then, subject to the limitations set forth in this Article VII, each Company Indemnitor shall, within ten (10) Business Days following the date of such decision, pay to the Parent Indemnified Party, such Company Indemnitor’s Pro Rata Share of such shortfall. (e) Subject to the limitations contained in Section 7.3, including Section 7.3(c), the Escrow Amount shall be available as partial security to compensate the Parent Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. Any Losses that there are agreed or determined pursuant to this Article VII to be indemnifiable (“Indemnifiable Losses”) and which are recovered from the Escrow Amount shall come (A) with respect to each Founder, proportionally from the vested portion of the Escrow Amount that is not subject to revesting and the unvested portion of the Escrow Amount that is subject to revesting, in each case pursuant to such Founder’s Joinder Agreement, and (B) pro rata from the cash and stock portion of the Escrow Amount. Indemnifiable Losses recovered from the Escrow Amount shall reduce the portion of the remaining Escrow Amount attributable to each of the Company Indemnitor in proportion to their respective Pro Rata Shares of the remaining Escrow Amount, if any, and out of each such Company Indemnitor’s portion of the Escrow Cash and Escrow Shares in the same proportions as Escrow Cash and Escrow Shares were deposited in the Escrow Account with respect to such Company Indemnitor at the Closing (as set forth on the Allocation Schedule). Each Company Indemnitor may elect, in his, her or its sole discretion, whether to satisfy any shortfall between the amount of such Indemnifiable Losses and the Escrow Amount then remaining in the Escrow Fund in cash, in shares of Parent Common Stock, or a dispute relating combination thereof, which such shares to be valued for these purposes at an amount equal to the Parent Common Stock Closing Price. In furtherance of, and without limiting, the foregoing, in the event a Founder is obligated to satisfy any such shortfall and such Founder still has Revested Merger Consideration that has not yet vested, such Founder shall satisfy such amount proportionally from the vested portion of the Founder’s Total Merger Consideration and the unvested portion of the Revested Merger Consideration. (f) On or before the third (3rd) Business Day after the Escrow Expiration Date, Parent will notify the Securityholder Representative in writing of the amount that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted in any Indemnification Claim Notice that was delivered to the Securityholder Representative at or Indemnification Claim Objection Notice that canprior to 11:59 p.m. (California Time) on the Escrow Expiration Date, but not be settled resolved, at or prior to such time (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Within ten (10) Business Days following the Escrow Expiration Date, Parent and the Securityholder Representative shall deliver a Joint Instruction to the Escrow Agent instructing the Escrow Agent to release from the Escrow Fund an amount in the aggregate equal to (i) the Escrow Amount as of the Escrow Expiration Date (as reduced from time to time pursuant to the terms of this Agreement), minus (ii) the Retained Escrow Amount to the Paying Agent for further distribution to the Company Indemnitors (other than amounts payable in respect of Employee Options) in accordance with Section 7.4(c)their applicable Pro Rata Share of such amount; provided, either that the portion of such amount due in respect of Employee Options shall be distributed by the Escrow Agent to Parent and paid by Parent or the Stockholder Surviving Entity to the holders of Company Options in accordance with their applicable Pro Rata Share of such amount through its payroll processing system. (g) Following the Escrow Expiration Date, after resolution and payment of a Continuing Claim, Parent and the Securityholder Representative may file suit shall deliver a Joint Instruction to the Escrow Agent instructing the Escrow Agent to release from the Escrow Fund an amount in the aggregate equal to (i) the Retained Escrow Amount as of the date of such resolution and payment (as reduced from time to time pursuant to the terms of this Agreement), minus (ii) the amounts that Parent determines in good faith to be necessary to satisfy other Continuing Claims (which amounts will continue to be held as the Retained Escrow Amount) to the Paying Agent for further distribution to the Company Indemnitors (other than amounts payable in respect of Employee Options) in accordance with their applicable Pro Rata Share of such amount; provided, that the portion of such amount due in respect of Employee Options shall be distributed by the Escrow Agent to Parent and paid by Parent or the Surviving Entity to the holders of Company Options in accordance with their applicable Pro Rata Share of such amount through its payroll processing system. (h) Each of the parties acknowledges and agrees that as a condition to Parent’s and Paying Agent’s obligation to make any payments pursuant to Section 7.4(f) or Section 7.4(g), the Securityholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the amounts payable to each Company Indemnitor in accordance with such section. Parent and the Surviving Entity shall be entitled to conclusively rely upon the updated Allocation Schedule delivered by the Securityholder Representative, including with respect to whether any individual Company Indemnitor received the appropriate portion of any such dispute distribution, and in no event will Parent, the Surviving Corporation, the Surviving Entity or any court having jurisdiction of their Affiliates have any liability to any person on account of payments or distributions made in accordance with Section 9.11the updated Allocation Schedule delivered by the Securityholder Representative. (ei) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery of such notice to the Stockholder Representative, Securityholder Representative and (ii) any notices required to be delivered by, or any actions (other than any obligation to make, or right to receive, any payments) that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation ScheduleSecurityholder Representative.

Claims for Indemnification Resolution of Conflicts. (a) Subject to the limitations set forth in Section 7.38.3, if an a Parent Indemnified Party wishes to make an indemnification claim under this Article VIIVIII, such Parent Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) to the party required to provide indemnification under this Agreement (the “Indemnifying Party”) Stockholder Representative (i) stating that the Beneficiary such Parent Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, sustain Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”), and (ii) specifying such Losses in reasonable detail (to the extent available), and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Any such Indemnification Claim Notice with respect to a Third A Parent Indemnified Party Claim must be provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party Stockholder Representative on behalf of the Company Indemnitors shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party Stockholder Representative on behalf of the Company Indemnitors that the Beneficiary Parent Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. . In such event, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent an aggregate amount of (cx) In Indemnity Escrow Cash and Indemnity Escrow Shares or (y) Other Indemnity Escrow Cash, as applicable, equal to the amount of the Losses set forth in such Indemnification Claim Notice (or as much Indemnity Escrow Shares and Indemnity Escrow Cash or Other Indemnity Escrow Cash, as applicable, as is then available in the event that such Losses exceed the Indemnifying Party shall timely deliver an then available Indemnity Escrow Shares and Indemnity Escrow Cash or Other Indemnity Escrow Cash). Additionally, in such event, to the extent such Indemnification Claim Objection Notice is pursuant to Section 8.2(a)(x) and Parent does not recover such amounts from the Other Indemnity Escrow Fund, Parent will permanently retain the applicable amount of Losses from the Contingent Holdback Cash and Shares. Any Losses recovered under this Article VIII from the Indemnity Escrow Shares and Indemnity Escrow Cash shall reduce the amount of Indemnity Escrow Shares and Indemnity Escrow Cash in the same proportion as Indemnity Escrow Shares and Indemnity Escrow Cash were withheld from the Company Indemnitors at the Closing (as set forth on the Allocation Schedule). Likewise, any Losses recovered under this Article VIII from the Other Indemnity Escrow Cash or the Contingent Holdback Cash and Shares shall reduce the amount of Other Indemnity Escrow Cash or Contingent Holdback Cash and Shares in the same proportion as Other Indemnity Escrow Cash and Contingent Holdback Cash and Shares were withheld from the Company Indemnitors at the Closing (as set forth on the Allocation Schedule) or at the time specified in Section 2.11(h) (as set forth in the updated Allocation Schedule). Should the Indemnity Escrow Shares and Indemnity Escrow Cash or the Other Indemnity Escrow Cash and Contingent Holdback Cash and Shares, as applicable, be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party in accordance with Section 7.4(b)the Indemnification Claim Notice, then, subject to the Beneficiary and Indemnifying Party shall attempt limitations set forth in good faith to agree upon this Article VIII, each Company Indemnitor shall, within ten (10) Business Days following the rights of the respective Parties with respect to each date of such claims. If memorandum, pay to the Beneficiary and Indemnifying Parent Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery Indemnitor’s Pro Rata Share of such notice to the Stockholder Representative, and (ii) any notices required to be delivered by, or any actions that are required to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (other than provisions related to an obligation to make or a right to receive any payments). Any rights of the Company Stockholder Indemnified Parties shall be exercised only by the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed to be satisfied by payment (or issuance) of such indemnifying payment to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied by the Allocation Scheduleshortfall in cash.

Claims for Indemnification Resolution of Conflicts. (a) Subject Making a Claim for Indemnification; Officer’s Certificate. The Purchaser, on behalf of an Indemnified Party, may seek recovery of Losses pursuant to this Article IX by delivering to the limitations set forth Stockholder Representative an Officer’s Certificate in Section 7.3respect of such claim promptly, if but in any event within sixty (60) days following the date on which the Purchaser obtained knowledge of such claim; provided that the failure to timely deliver an Indemnified Party wishes to make an indemnification Officer’s Certificate shall not impair such claim under this Article VII, such Indemnified Party (“Beneficiary”) shall deliver a written notice (an “Indemnification Claim Notice”) or any rights or remedies available with respect thereto except to the party required extent the Indemnifying Party is actually prejudiced thereby. The date of receipt by the Stockholder Representative of an Officer’s Certificate is referred to provide indemnification under this Agreement (herein as the “Indemnifying Party”) Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). For purposes hereof, “Officer’s Certificate” shall mean a certificate signed by any officer of the Purchaser: (i) stating that the Beneficiary an Indemnified Party has paid, sustained, or incurred, suffered or sustained, or reasonably anticipates in good faith that it may will have to pay, sustain, or incur, suffer or sustainLosses and including a reasonable estimate of the amounts of such Losses, Losses for the Beneficiary is entitled to indemnification under this Article VII (a “Liability Claim”)if known, and (ii) specifying such Losses in reasonable detail (to the extent available)individual items of Losses included in the amount so stated, andthe date each such item was paid, if applicablesustained, or incurred, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant Indemnifiable Matter to which such item is related. Any such Indemnification Claim Notice with respect to a Third Party Claim must be ; provided as soon as reasonably practicable, but no later than twenty (20) Business Days, after any Beneficiary becomes aware of any such Liability Claim; provided, however, that no delay on the part of the Beneficiary in giving such Indemnification Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder unless (and then solely to the extent that) the Indemnifying Party is materially prejudiced by such delay. A Beneficiary may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Indemnifying Party shall not object in writing within the twenty (20) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Beneficiary is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b), the Beneficiary and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Beneficiary and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. The Beneficiary and the Indemnifying Party shall be entitled to conclusively rely on any such memorandum. (d) In the event that there is a dispute relating to any Indemnification Claim Notice or Indemnification Claim Objection Notice that cannot be settled in accordance with Section 7.4(c), either of Parent or the Stockholder Representative may file suit with respect to such dispute in any court having jurisdiction in accordance with Section 9.11. (e) Notwithstanding the foregoing, (i) any notice that is required the Officer’s Certificate need only specify such information to be delivered to any Company Indemnitors pursuant to this Article VII shall be deemed satisfied by delivery the knowledge of such notice to officer or such Indemnified Party as of the Stockholder RepresentativeClaim Date, shall not limit any of the rights or remedies of any Indemnified Party, and (ii) any notices required the Officer’s Certificate may be updated and amended from time to be delivered by, time prior to the applicable Survival Date by the Purchaser by delivering an updated or any actions that are required amended Officer’s Certificate to be taken by, any Company Indemnitors pursuant to this Article VII shall be satisfied by delivery by, or action taken by, the Stockholder Representative (it being understood that any such update or amendment, if material, will extend the Objection Deadline by a new forty-five (45) day period) and (iii) no Indemnified Party’s rights and remedies shall be prejudiced as a result of limitations on disclosure in any Officer’s Certificate (except to the extent the Indemnifying Party is actually prejudiced thereby), including any updates or amendments thereto, where such limitations are made in good faith to preserve the attorney client privilege, the work product doctrine or any other than provisions related to an obligation to make or a right to receive any payments). Any rights privileges (provided, further, that the Purchaser shall at the time of delivery of the Company Officer’s Certificate notify the Stockholder Indemnified Parties Representative that it has so limited its disclosure and thereafter shall be exercised only by cooperate with the Stockholder Representative and not by any individual Company Stockholder Indemnified Party. Any obligation by Parent or Parent Holdco LLC use commercially reasonable efforts to make any payments to any Company Stockholder Indemnified Party under this Article VII shall be deemed cause such limitation to be satisfied by payment (or issuance) of such indemnifying payment removed and the applicable information provided to the Company Stockholder Indemnified Parties, based on their Pro Rata Shares implied Representative or its representatives in a manner that would not reasonably be expected to result in any waiver of any privilege (including by the Allocation Scheduleentering into a common interest or joint defense agreement)).