Common use of Determination of Liability Clause in Contracts

Determination of Liability. In the event that at any time or from time to time, CORE shall determine that it or Purchaser is entitled to indemnification under Section 7.1 hereof, it shall give written notice to the Seller and Transcend specifying the cause, the amount of such claim and the 20 day objection period described in the next sentence. Seller or Transcend may object to the claim by delivering written notice thereof to CORE within twenty (20) days after receipt of CORE's written notice. Failure on the part of Seller or Transcend so to object shall constitute an acceptance of CORE's claim and if the amount to which CORE or Purchaser is entitled is not paid by Seller or Transcend within ten (10) days of such determination, then CORE shall have the right to satisfy all or part of such indemnification obligations by reducing the Net Annualized Revenue (as calculated in Section 1.3(b)) by an amount equal to such indemnification claim. In the event such claim exceeds the amount of the Purchase Price Shares, or the Purchase Price Shares have previously been delivered, or the Purchase Price Shares are otherwise insufficient to satisfy fully such claim, Transcend and Seller shall be jointly and severally liable to CORE and Purchaser for payment of such claim. In the event that Seller or Transcend shall so object and CORE and Seller or Transcend shall fail to reach an agreement as to the entitlement of CORE or Purchaser to indemnification or the amount thereof within sixty (60) days after the written notice by Seller or Transcend objecting to the claim, then so much of the matter as may be in dispute shall be submitted to the American Arbitration Association in Orange County, California for settlement in accordance with its rules, and the decision as to the disputed matter rendered by the arbitrator or arbitrators shall be binding on all parties to this Agreement. CORE, Purchaser, Seller and Transcend shall act upon such award in like manner as though it constituted an agreement reached between the parties. CORE or Purchaser, on one hand, and Seller and Transcend on the other hand, shall each bear fifty percent (50%) of the arbitrators' fees.

Determination of Liability. In the event that at any time or from time to time, CORE shall determine that it or Purchaser is entitled to indemnification under Section 7.1 hereof, it shall give written notice to the Seller Sellers and Transcend Founder specifying the cause, the amount of such claim and the 20 day objection period described in the next sentence. Seller Sellers or Transcend Founder may object to the claim by delivering written notice thereof to CORE within twenty (20) days after receipt of CORE's written notice. Failure on the part of Seller Sellers or Transcend Founder so to object shall constitute an acceptance of the CORE's claim and if the amount to which CORE or Purchaser is entitled is not paid by Seller Sellers or Transcend Founder within ten (10) days of such determination, then CORE shall have the right to satisfy all or part of such indemnification obligations of Seller by reducing offset against the Net Annualized Revenue (as calculated in Section 1.3(b)) by an amount equal to such indemnification claimAdditional Purchase Price. In the event such claim exceeds the amount of the Additional Purchase Price SharesPrice, or the Additional Purchase Price Shares have has previously been deliveredpaid, or the Additional Purchase Price Shares are is otherwise insufficient to fully satisfy fully such claim, Transcend Founder and Seller Sellers shall be jointly and severally liable to CORE and Purchaser Purchase for payment of such claim. In the event that Seller Sellers or Transcend Founder shall so object and CORE and Seller Sellers or Transcend Founder shall fail to reach an agreement as to the entitlement of CORE or Purchaser to indemnification or the amount thereof within sixty (60) days after the written notice by Seller Sellers or Transcend Founder objecting to the claim, then so much of the matter as may be in dispute shall be submitted to the American Arbitration Association in Orange County, California for settlement in accordance with its rules, and the decision as to the disputed matter rendered by the arbitrator or arbitrators shall be binding on all parties to this Agreement. CORE, Purchaser, Seller Sellers and Transcend Founder shall act upon such award in like manner as though it constituted an agreement reached between the parties. CORE or Purchaser, on one hand, and Seller and Transcend Founder on the other hand, shall each bear the cost of their respective expenses and shall each pay fifty percent (50%) of the arbitrators' feescharges.