Common use of Customer Claims Clause in Contracts

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a4.14(a) or 4.15(b4.14(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e4.9(d). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts Commercially Reasonable Efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit, where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account account, to the extent permitted by law, in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply comply, to the extent permitted by law, with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using commercially reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this AgreementAgreement and to the extent permitted by law. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where the event of customer claims or legal disputes, the TO shall assume direct responsibility for the amicable or legal settlement thereof, as well as any further consequences arising therefrom. The SUPPLIER shall provide the TO with any details at its disposal which may be necessary or useful with regard to settling such legal disputes within a depositor period of 21 days from receipt of the TO’s request, on condition that the latter contains all information relating to the scope of the said claim and its merits, the name of the customer, the location and date of the stay, and the type of apartment booked, within a maximum of two months after the end of the stay undertaken by its customers. Should the TO settle the legal dispute by means of compromise, it must inform the SUPPLIER thereof. In the event of a Deposit legal dispute arising from a fault of the SUPPLIER, any transaction made an assertion by the TO awarding the customer compensation in kind or in cash must be agreed by the SUPPLIER before any final conclusion. Failing such agreement, the TO shall bear the cost of error regarding an account constituting the said transaction alone. Irrespective of the conditions of amicable or legal settlement operated by the TO in respect of its customers, legal disputes or claims by customers may not under any circumstances give rise to a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior deduction from the sums owed to the ClosingSUPPLIER through the application of payment discounts. Such legal disputes may only potentially concern subsequent credit, Seller recredited in the disputed event that the legal disputes arises from a fault by the SUPPLIER and subject to compliance by the TO with the provisions set out above. The TO undertakes to send a quarterly summary of all legal disputes, specifying the name of the customer, the week of the booked stay, the site concerned, the subject of the legal dispute, and the amount allocated in order to settle the dispute. The TO expressly authorises the SUPPLIER, within the framework of claims issued by the TO’s customers, during their stay, directly with the Residence or hotel, to conduct or obtain, in its name and on its behalf, any transaction and any amicable settlement with the said customers, on the condition, firstly, that the amount of compensation does not exceed 30% of the total amount of the stay including all taxes invoiced by the SUPPLIER to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to ClosingTO, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositorsecondly, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees claim arises from a fault by the SUPPLIER. The compensation to comply with a written request from Seller to debit such account in an amount equal to be paid by the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) SUPPLIER shall then be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning way of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for deduction from the amount at issue stipulated in the applicable Warranty Claim (invoices referred to in the “Warranty Amount”) or otherwise using reasonable best efforts article below, without prejudice to obtain any other action by the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder TO for reimbursement of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amountsum.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts Commercially Reasonable Efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (ba) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (cb) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account, to the extent adequate funds are available in such account and to the extent permitted by law, in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller.such (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). . (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using commercially reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this AgreementAgreement and to the extent permitted by law. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account, to the extent adequate funds are available in such account and to the extent permitted by law, in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply comply, to the extent permitted by law, with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using commercially reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this AgreementAgreement and to the extent permitted by law. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s 's internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “"Customer Claims Period”"), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s 's internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(aSection 4.14(a) or 4.15(b4.14(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third (3rd) anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “"Warranty Amount”") or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. If any claim, demand, or cause of action of the type referred to in Section 11.1 is asserted by a customer of the Company ("Customer Claim"), the following provisions shall be applicable until such time as the Customer Claim results in a filed and pending lawsuit or other judicial proceeding (at which time the provisions of Section 11.1 shall be applicable): (a) In instances where Tyler or the Surviving Corporation shall promptly notify the Shareholders in writing that a depositor Customer Claim has been made, describing the nature of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior the Customer Claim to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amountextent then known. (b) During After receipt of Tyler's or the Surviving Corporation's written notice, the parties hereto will fully cooperate with each other to investigate the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies Claim and procedures determine whether the parties can agree that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims PeriodClaim is an obligation or liability for which the Shareholders are responsible. The investigation shall be conducted expeditiously and with all reasonable due diligence, Seller determines that considering the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to circumstances surrounding the disputed amount and remit such amount to SellerCustomer Claim. (c) The parties If, after an investigation, Tyler or the Surviving Corporation and the Shareholders agree in writing that all transfers the Customer Claim is an obligation or remittances made between Seller liability for which the Shareholders are responsible, the Shareholders and Purchaser pursuant Tyler or the Surviving Corporation agree to Sections 4.15(a) or 4.15(b) shall be made through use their reasonable best efforts to reach an agreement with the demand deposit account established by Purchaser pursuant customer as to Section 4.9(e).the terms and conditions 44 51 (d) From If the Closing Date through provisions of this Section 11.3 are applicable, Tyler or the third anniversary thereofSurviving Corporation shall conduct all communications and settlement negotiations with the customer and shall convey to the customer any offers of settlement or compromise by the Shareholders. Any amounts that the Shareholders agree so to pay in settlement of the Customer Claim shall be paid by them to Tyler or the Surviving Corporation, Seller as the case may be, in trust for payment over to the customer. If Tyler or the Surviving Corporation agrees to pay the customer an amount in excess of that offered for settlement purposes by the Shareholders, the excess shall promptly notify Purchaser upon learning be paid by Tyler or the Surviving Corporation, as the case may be, without any right to indemnification therefor from the Shareholders. If the amounts so paid and entrusted to Tyler or the Surviving Corporation are paid over to the customer, the payment over shall be deemed to be a release by Tyler or the Surviving Corporation of any Warranty Claimfurther claim with respect to that Customer Claim against the Shareholders and Tyler and the Surviving Corporation shall indemnify and hold harmless the Shareholders from any further liability with respect thereto. (e) In the absence of an agreement among the parties as to the settlement of any Customer Claim not involving litigation, Tyler or the Surviving Corporation may take such action with respect to the Customer Claim as Tyler in its sole judgment may deem necessary or advisable under the circumstances to settle, compromise or satisfy the Customer Claims provided; however, neither Tyler nor the Surviving Corporation shall in any such event be considered to have waived its right to pursue a judicial action to determine its right against the Shareholders. (f) An indemnified party shall give notice to the indemnifying party or parties within 15 business days after actual receipt of service or summons to appear in any action begun in respect of which indemnity may be sought hereunder, or actual notice of assertion of a claim with respect to which it seeks indemnification. Except as provided in Section 4.5, failure so to notify the indemnifying party or parties shall cause the indemnified party to lose its right to indemnification under this Article 11, but failure so to notify the indemnifying party or parties shall not relieve the indemnifying party or parties from any liability that they may have other than on account of this Article 11. The indemnifying party or parties may participate at their own expense and Seller with their counsel in the defense of such action. Except as otherwise provided in Section 11.3(d), if the indemnifying party or parties so elect within a reasonable time after receipt of such notice they may assume the defense of such action with counsel chosen by the indemnifying party or parties and Purchaser shall cooperate approved by the indemnified party in such action, unless the indemnified party reasonably objects to resolve any Warranty Claims, including by Purchaser debiting such Deposit account assumption on the ground that its counsel has advised it that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party or parties and counsel for the amount at issue indemnifying party concurs in such advice, in which case the applicable Warranty Claim (indemnified party shall have the “Warranty Amount”) right to employ counsel approved by the indemnifying party or otherwise using reasonable best efforts to obtain parties. If the Warranty Amount from indemnifying party or parties assume the defense of such Deposit accountholder to action, the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser indemnifying party or parties shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.not be liable for

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. Seller agrees to indemnify Purchaser for any Losses that Purchaser may incur as a result of complying with such request from Seller. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. Seller agrees to indemnify Purchaser for any Losses that Purchaser may incur as a result of complying with such request from Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. If any claim, demand, or cause of action of the type referred to in Section 11.1 is asserted by a customer of the Company ("Customer Claim"), the following provisions shall be applicable until such time as the Customer Claim results in a filed and pending lawsuit or other judicial proceeding (at which time the provisions of Section 11.1 shall be applicable): (a) In instances where Tyler or the Surviving Corporation shall promptly notify the Shareholders in writing that a depositor Customer Claim has been made, describing the nature of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior the Customer Claim to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amountextent then known. (b) During After receipt of Tyler's or the Surviving Corporation's written notice, the parties hereto will fully cooperate with each other to investigate the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies Claim and procedures determine whether the parties can agree that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims PeriodClaim is an obligation or liability for which the Shareholders are responsible. The investigation shall be conducted expeditiously and with all reasonable due diligence, Seller determines that considering the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to circumstances surrounding the disputed amount and remit such amount to SellerCustomer Claim. (c) The parties If, after an investigation, Tyler or the Surviving Corporation and the Shareholders agree in writing that all transfers the Customer Claim is an obligation or remittances made between Seller liability for which the Shareholders are responsible, the Shareholders and Purchaser pursuant Tyler or the Surviving Corporation agree to Sections 4.15(a) use their reasonable best efforts to reach an agreement with the customer as to the terms and conditions of settlement, compromise or 4.15(b) satisfaction of the Customer Claim, including, but not limited to, the amount that the Shareholders shall be made through pay to the demand deposit account established customer for the damages, losses, costs or expenses incurred by Purchaser pursuant to Section 4.9(e)it. (d) From If the Closing Date through provisions of this Section 11.3 are applicable, Tyler or the third anniversary thereofSurviving Corporation shall conduct all communications and settlement negotiations with the customer and shall convey to the customer any offers of settlement or compromise by the Shareholders. Any amounts that the Shareholders agree so to pay in settlement of the Customer Claim shall be paid by them to Tyler or the Surviving Corporation, Seller as the case may be, in trust for payment over to the customer. If Tyler or the Surviving Corporation agrees to pay the customer an amount in excess of that offered for settlement purposes by the Shareholders, the excess shall promptly notify Purchaser upon learning be paid by Tyler or the Surviving Corporation, as the case may be, without any right to indemnification therefor from the Shareholders. If the amounts so paid and entrusted to Tyler or the Surviving Corporation are paid over to the customer, the payment over shall be deemed to be a release by Tyler or the Surviving Corporation of any Warranty Claim, further claim with respect to that Customer Claim against the Shareholders and Seller Tyler and Purchaser the Surviving Corporation shall cooperate to resolve indemnify and hold harmless the Shareholders from any Warranty Claims, including by Purchaser debiting such Deposit account for further liability with respect thereto. (e) In the amount at issue in absence of an agreement among the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder parties as to the extent such accountholder remains an accountholder settlement of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amountany Customer Claim not involving litigation, Tyler or the maximum amount Purchaser is able Surviving Corporation may take such action with respect to debit such account by the Customer Claim as Tyler in its sole judgment may deem necessary or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.advisable

Customer Claims. If any claim, demand, or cause of action of the type referred to in Section 11.1 is asserted by a customer of the Company or a Company Subsidiary ("Customer Claim"), the following provisions shall be applicable until such time as the Customer Claim results in a filed and pending lawsuit or other judicial proceeding (at which time the provisions of Section 11.1 shall be applicable): (a) In instances where Tyler or the Surviving Corporation shall promptly notify the Shareholder in writing that a depositor Customer Claim has been made, describing the nature of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior the Customer Claim to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amountextent then known. (b) During After receipt of Tyler's or the Surviving Corporation's written notice, the parties hereto will fully cooperate with each other to investigate the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies Claim and procedures determine whether the parties can agree that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims PeriodClaim is an obligation or liability for which the Shareholder is responsible. The investigation shall be conducted expeditiously and with all reasonable due diligence, Seller determines that considering the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to circumstances surrounding the disputed amount and remit such amount to SellerCustomer Claim. (c) The parties If, after an investigation, Tyler or the Surviving Corporation and the Shareholder agree in writing that all transfers the Customer Claim is an obligation or remittances made between Seller liability for which the Shareholder is responsible, the Shareholder and Purchaser pursuant Tyler or the Surviving Corporation agree to Sections 4.15(a) use their reasonable best efforts to reach an agreement with the customer as to the terms and conditions of settlement, compromise or 4.15(b) satisfaction of the Customer Claim, including, but not limited to, the amount that the Shareholder shall be made through pay to the demand deposit account established customer for the damages, losses, costs or expenses incurred by Purchaser pursuant to Section 4.9(e)it. (d) From If the Closing Date through provisions of this Section 11.3 are applicable, Tyler or the third anniversary thereofSurviving Corporation shall conduct all communications and settlement negotiations with the customer and shall convey to the customer any offers of settlement or compromise by the Shareholder. Any amounts that the Shareholder agrees so to pay in settlement of the Customer Claim shall be paid by him to Tyler or the Surviving Corporation, Seller as the case may be, in trust for payment over to the customer. If Tyler or the Surviving Corporation agrees to pay the customer an amount in excess of that offered for settlement purposes by the Shareholder, the excess shall promptly notify Purchaser upon learning be paid by Tyler or the Surviving Corporation, as the case may be, without any right to indemnification therefor from the Shareholder. If the amounts so paid and entrusted to Tyler or the Surviving Corporation are paid over to the customer, the payment over shall be deemed to be a release by Tyler or the Surviving Corporation of any Warranty Claimfurther claim with respect to that Customer Claim against the Shareholder and Tyler and the Surviving Corporation shall indemnify and hold harmless the Shareholder from any further liability with respect thereto. (e) In the absence of an agreement among the parties as to the settlement of any Customer Claim not involving litigation, Tyler or the Surviving Corporation may take such action with respect to the Customer Claim as Tyler in its sole judgment may deem necessary or advisable under the circumstances to settle, compromise or satisfy the Customer Claims provided; however, neither Tyler nor the Surviving Corporation shall in any such event be considered to have waived its right to pursue a judicial action to determine its right against the Shareholder. (f) An indemnified party shall give notice to the indemnifying party or parties within 15 business days after actual receipt of service or summons to appear in any action begun in respect of which indemnity may be sought hereunder, or actual notice of assertion of a claim with respect to which it seeks indemnification. Except as provided in Section 4.5, failure so to notify the indemnifying party or parties shall cause the indemnified party to lose its right to indemnification under this Article 11, but failure so to notify the indemnifying party or parties shall not relieve the indemnifying party or parties from any liability that they may have other than on account of this Article 11. The indemnifying party or parties may participate at their own expense and Seller with their counsel in the defense of such action. Except as otherwise provided in Section 11.3(d), if the indemnifying party or parties so elect within a reasonable time after receipt of such notice they may assume the defense of such action with counsel chosen by the indemnifying party or parties and Purchaser shall cooperate approved by the indemnified party in such action, unless the indemnified party reasonably objects to resolve any Warranty Claims, including by Purchaser debiting such Deposit account assumption on the ground that its counsel has advised it that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party or parties and counsel for the amount at issue indemnifying party concurs in such advice, in which case the indemnified party shall have the right to employ counsel approved by the indemnifying party or parties. If the indemnifying party or parties assume the defense of such action, the indemnifying party or parties shall not be liable for fees and expenses of counsel for the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel for the indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances unless, in the reasonable opinion of such counsel, there is, under applicable Warranty Claim (standards of professional conduct, a conflict on any significant issue between the “Warranty Amount”) positions of any two or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amountmore indemnified parties.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a4.14(a) or 4.15(b4.14(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts Commercially Reasonable Efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third (3rd) anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. If any claim, demand, or cause of action of the type referred to in Section 11.1 is asserted by a customer of the Company or a Company Subsidiary ("Customer Claim"), the following provisions shall be applicable until such time as the Customer Claim results in a filed and pending lawsuit or other judicial proceeding (at which time the provisions of Section 11.1 shall be applicable): (a) In instances where Tyler or the Surviving Corporation shall promptly notify the Shareholder in writing that a depositor Customer Claim has been made, describing the nature of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior the Customer Claim to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amountextent then known. (b) During After receipt of Tyler's or the Surviving Corporation's written notice, the parties hereto will fully cooperate with each other to investigate the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies Claim and procedures determine whether the parties can agree that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims PeriodClaim is an obligation or liability for which the Shareholder is responsible. The investigation shall be conducted expeditiously and with all reasonable due diligence, Seller determines that considering the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to circumstances surrounding the disputed amount and remit such amount to SellerCustomer Claim. (c) The parties If, after an investigation, Tyler or the Surviving Corporation and the Shareholder agree in writing that all transfers the Customer Claim is an obligation or remittances made between Seller liability for which the Shareholder is responsible, the Shareholder and Purchaser pursuant Tyler or the Surviving Corporation agree to Sections 4.15(a) use their reasonable best efforts to reach an agreement with the customer as to the terms and conditions of settlement, compromise or 4.15(b) satisfaction of the Customer Claim, including, but not limited to, the amount that the Shareholder shall be made through pay to the demand deposit account established customer for the damages, losses, costs or expenses incurred by Purchaser pursuant to Section 4.9(e)it. (d) From If the Closing Date through provisions of this Section 11.3 are applicable, Tyler or the third anniversary thereofSurviving Corporation shall conduct all communications and settlement negotiations with the customer and shall convey to the customer any offers of settlement or compromise by the Shareholder. Any amounts that the Shareholder agrees so to pay in settlement of the Customer Claim shall be paid by him to Tyler or the Surviving Corporation, Seller as the case may be, in trust for payment over to the customer. If Tyler or the Surviving Corporation agrees to pay the customer an amount in excess of that offered for settlement purposes by the Shareholder, the excess shall promptly notify Purchaser upon learning be paid by Tyler or the Surviving Corporation, as the case may be, without any right to indemnification therefor from the Shareholder. If the amounts so paid and entrusted to Tyler or the Surviving Corporation are paid over to the customer, the payment over shall be deemed to be a release by Tyler or the Surviving Corporation of any Warranty Claim, further claim with respect to that Customer Claim against the Shareholder and Seller Tyler and Purchaser the Surviving Corporation shall cooperate to resolve indemnify and hold harmless the Shareholder from any Warranty Claims, including by Purchaser debiting such Deposit account for further liability with respect thereto. 55 62 (e) In the amount at issue in absence of an agreement among the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder parties as to the extent such accountholder remains an accountholder settlement of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amountany Customer Claim not involving litigation, Tyler or the maximum amount Purchaser is able Surviving Corporation may take such action with respect to debit the Customer Claim as Tyler in its sole judgment may deem necessary or advisable under the circumstances to settle, compromise or satisfy the Customer Claims provided; however, neither Tyler nor the Surviving Corporation shall in any such account by or event be considered to otherwise obtain from such Deposit accountholder, if less than have waived its right to pursue a judicial action to determine its right against the Warranty AmountShareholder.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (ba) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (cb) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (dc) From the Closing Date through the third (3rd) anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited re-credited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit, where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit re-credit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third (3rd) anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(aSection 4.14(a) or 4.15(b4.14(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third (3rd) anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a4.16(a) or 4.15(b4.16(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify agrees to indemnify and hold Purchaser upon learning of harmless from and against all Losses that Purchaser may incur in connection with Purchaser’s compliance with any Warranty Claim, and written requests made by Seller and Purchaser shall cooperate pursuant to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty AmountSection 4.16.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller Seller, net of applicable deposit premium paid by Purchaser with respect to such account, where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller, net of applicable deposit premium paid by Purchaser with respect to such account. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller where the depositor is determined by Seller liable for such disputed amount. (ba) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller. (cb) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (dc) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty AmountAmount upon a request from Seller in writing.

Customer Claims. (a) In instances where a depositor of a Deposit made an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures, and, prior to the Closing, Seller recredited the disputed amount to the relevant account during the conduct of the error investigation, during the one hundred and twenty (120) calendar days following the Closing (the “Customer Claims Period”), Purchaser agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit, where the depositor is determined by Seller liable for such disputed amount. (b) During the Customer Claims Period, in instances where (i) a depositor of a Deposit makes, or prior to Closing has made, an assertion of error regarding an account constituting a Deposit account pursuant to federal regulations or Seller’s internal policies and procedures that was alleged to have occurred prior to Closing, and (ii) Seller determines in accordance with its internal policies and procedures to recredit the disputed amount to such depositor, Seller shall transfer to Purchaser the disputed amount and Purchaser shall credit the relevant account of the depositor in an amount equal to the disputed amount. In instances where, during the Customer Claims Period, Seller determines that the depositor is liable for such disputed amount, Purchaser Xxxxxxxxx agrees to comply with a written request from Seller to debit such account in an amount equal to the disputed amount and remit such amount to Seller, net of applicable deposit premium paid by Purchaser with respect to such account debit. (c) The parties agree that all transfers or remittances made between Seller and Purchaser pursuant to Sections 4.15(a) or 4.15(b) shall be made through the demand deposit account established by Purchaser pursuant to Section 4.9(e). (d) From the Closing Date through the third anniversary thereof, Seller shall promptly notify Purchaser upon learning of any Warranty Claim, and Seller and Purchaser shall cooperate to resolve any Warranty Claims, including by Purchaser debiting such Deposit account for the amount at issue in the applicable Warranty Claim (the “Warranty Amount”) or otherwise using reasonable best efforts to obtain the Warranty Amount from such Deposit accountholder to the extent such accountholder remains an accountholder of a Deposit assumed by Purchaser under this Agreement. Purchaser shall promptly remit to Seller the Warranty Amount, or the maximum amount Purchaser is able to debit such account by or to otherwise obtain from such Deposit accountholder, if less than the Warranty Amount.