Common use of Direct Claims for Indemnification Clause in Contracts

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent Indemnified Person or Stockholder Indemnified Person (as represented by Stockholders’ Representative) (each, an “Indemnified Person”) may seek recovery of Losses pursuant to this Section 8.3.1 not involving a Third Party Claim by delivering to Stockholders’ Representative (on behalf of the Stockholder Indemnifying Parties) or Parent (each, an “Indemnifying Party”, in the case of the Stockholders’ Representative, except for obligations to make or rights to receive any payments, which obligations and rights shall belong solely to the Stockholder Indemnifying Parties) as applicable, a notice (a) stating that an Indemnified Person has paid, sustained, suffered or incurred a Loss, and (b) specifying in reasonable detail the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify such information to the knowledge of such Indemnified Person as of the date such Indemnification Claim Notice is delivered, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentence. All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification Claim Notice by delivering a notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting forth in reasonable detail the objections to the claim. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment that the Indemnified Person is entitled to the full amount of the claims set forth in such Indemnification Claim Notice (any such claim, an “Unobjected Claim”). In the event the amount of Losses recoverable by any Parent Indemnified Person in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent Indemnified Person or Stockholder Holder Indemnified Person (as represented by StockholdersHolders’ RepresentativeRepresentatives) (each, an “Indemnified Person”) may seek recovery of Losses pursuant to this Section 8.3.1 not involving a Third Party Claim third party by delivering to StockholdersHolders’ Representative Representatives (on behalf of the Stockholder Holder Indemnifying Parties) or the Parent (each, an “Indemnifying Party”, in the case of the Stockholders’ Representative, except for obligations to make or rights to receive any payments, which obligations and rights shall belong solely to the Stockholder Indemnifying Parties) as applicable, a notice (a) stating that an Indemnified Person has paid, sustained, suffered or incurred a Loss, and (b) specifying in reasonable detail the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an a “Indemnification Claim Notice”); provided, however however, that (1) the Indemnification Claim Notice need only specify such information to the knowledge of such Indemnified Person as of the date of such Indemnification Claim Notice is deliveredNotice, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentence. All claims for indemnification under this Section 8.3 (i) by any Stockholder Holder Indemnified Person may only be made on behalf of such Stockholder Holder Indemnified Person by StockholdersHolders’ Representative Representatives and (ii) against any Stockholder Holder Indemnifying Party shall be addressed to StockholdersHolders’ RepresentativeRepresentatives. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification Claim Notice by delivering a notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting forth in reasonable detail the objections to the claim. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment that the Indemnified Person is entitled to the full amount of the claims set forth in such Indemnification Claim Notice (any such claimNotice, an “Unobjected Claim”). In and the event the amount of Losses recoverable by any Parent Indemnified Person Indemnifying Party shall take all necessary actions under this Agreement to effect payment in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43thereof.

Direct Claims for Indemnification. Subject to Buyer shall administer all claims for indemnification of Indemnifiable Matters on behalf of the limitations set forth aboveIndemnified Parties. Xxxxx, any Parent on behalf of an Indemnified Person or Stockholder Indemnified Person (as represented by Stockholders’ Representative) (each, an “Indemnified Person”) may seek Party that seeks recovery of Indemnifiable Losses pursuant to this Article VIII, shall deliver to Parent a Claim Notice in respect of such claim. To be valid pursuant to this Section 8.3.1 not involving 8.4, a Third Party Claim Notice relating to an Indemnifiable Loss under Section 8.2 must be delivered to Parent prior to (x) in the case of a claim made pursuant to Section 8.2(a), the Survival Date and (y) in the case of a claim for any other Indemnifiable Matter the expiration of the applicable statute of limitations (the period of time during which a claim for indemnification may be made pursuant to the foregoing clauses (x) and (y), a “Claims Period”); provided that any claims by delivering to Stockholders’ Representative Xxxxx (on behalf of any Indemnified Party) with respect to any such Indemnifiable Loss made prior to the Stockholder Indemnifying Parties) or Parent (each, an “Indemnifying Party”, in the case expiration of the Stockholders’ Representative, except for obligations to make or rights to receive any payments, which obligations and rights applicable Claims Period shall belong solely continue indefinitely until such claim is resolved pursuant to the Stockholder Indemnifying Parties) as applicableterms of this Article VIII; and provided, further, that the failure or delay of Buyer to provide a Claim Notice promptly to the Indemnitor shall not relieve Parent of its obligations hereunder except to the extent Parent shall have been materially prejudiced by such failure. A “Claim Notice” means a notice delivered by Xxxxx (aon behalf of an Indemnified Party): (i) stating that an Indemnified Person Party has paid, sustained, suffered incurred or incurred a Lossaccrued Indemnifiable Losses, and (bii) specifying in reasonable detail the amount of such Indemnifiable Losses, the date on or around each such Indemnifiable Loss was paid, sustained, suffered, accrued or incurred (including, in the case of claims pursuant to Section 8.2(a), the applicable representation and warranty claimed to be inaccurate) and (iii) the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify Indemnifiable Matter to which such information to the knowledge of such Indemnified Person as of the date such Indemnification Claim Notice item is delivered, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentence. All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification Claim Notice by delivering a notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting forth in reasonable detail the objections to the claim. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment that the Indemnified Person is entitled to the full amount of the claims set forth in such Indemnification Claim Notice (any such claim, an “Unobjected Claim”). In the event the amount of Losses recoverable by any Parent Indemnified Person in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43related.

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent Indemnified Person or Stockholder Holder Indemnified Person (as represented by StockholdersHolders’ Representative) (each, an “Indemnified Person”) may seek recovery of Losses pursuant to this Section 8.3.1 not involving a Third Party Claim third party by delivering to StockholdersHolders’ Representative (on behalf of the Stockholder Holder Indemnifying Parties) or the Parent (each, an “Indemnifying Party”, in the case of the Stockholders’ Representative, except for obligations to make or rights to receive any payments, which obligations and rights shall belong solely to the Stockholder Indemnifying Parties) as applicable, a written notice (a) stating that an Indemnified Person has paid, sustained, suffered or incurred a Loss, and (b) specifying in reasonable detail the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an a “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify such information to the knowledge of such Indemnified Person as of the date of such Indemnification Claim Notice is deliveredNotice, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentence. All claims for indemnification under this Section 8.3 (i) by any Stockholder Holder Indemnified Person may only be made on behalf of such Stockholder Holder Indemnified Person by StockholdersHolders’ Representative and (ii) against any Stockholder Holder Indemnifying Party shall be addressed to StockholdersHolders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification Claim Notice by delivering a notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice or in the case of an amended Indemnification Claim Notice, within 30 days of the delivery of the applicable amended Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting forth in reasonable detail the objections to the claim. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment that the Indemnified Person is entitled to the full amount of the claims set forth in such Indemnification Claim Notice (any such claimNotice, an “Unobjected Claim”). In and the event the amount of Losses recoverable by any Parent Indemnified Person Indemnifying Party shall take all necessary actions under this Agreement to effect payment in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43thereof.

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent An Indemnified Person or Stockholder Indemnified Person (as represented by Stockholders’ Representative) (each, an “Indemnified Person”) Party may seek recovery of Indemnifiable Losses pursuant to this Section 8.3.1 not involving a Third Party Claim Article VIII by delivering to the Stockholders’ Representative a Claim Notice in respect of such claim. To be valid pursuant to this Section 8.3(a), a Claim Notice relating to an Indemnifiable Loss under clause (on behalf i) of the Stockholder Indemnifying PartiesSection 8.2(a) or Parent (each, an “Indemnifying Party”, in the case of must be delivered to the Stockholders’ Representative, except for obligations to make or rights to receive any payments, which obligations and rights shall belong solely Representative prior to the Stockholder Indemnifying Parties) applicable Survival Date, if any; provided, however, that any claims by Indemnified Parties with respect to any such Indemnifiable Loss made prior to the applicable Survival Date shall continue indefinitely until such claim is resolved pursuant to the terms of Article VIII. The date of such delivery of a Claim Notice is referred to herein as applicablethe “Claim Date” of such Claim Notice (and the claims for indemnification contained therein). For purposes hereof, “Claim Notice” shall mean a notice of an Indemnified Party: (ai) stating that an Indemnified Person Party has paid, sustained, suffered incurred, or incurred a Lossaccrued, or reasonably anticipates that it shall have to pay, sustain, incur or accrue Indemnifiable Losses and (bii) specifying in reasonable detail the individual items of Indemnifiable Losses included in the amount so stated, the facts and circumstances giving rise to the Indemnifiable Losses, the date each such item was paid, sustained, incurred, or accrued, or the basis for such anticipated liability, and the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify Indemnifiable Matter to which such information to the knowledge of such Indemnified Person as of the date such Indemnification Claim Notice item is delivered, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentencerelated. All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by The Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification a Claim Notice by delivering to the Indemnified Party seeking indemnification (and, in the case of a notice claim against the Indemnification Escrow Fund, to the Escrow Agent) within thirty (30) days after the delivery by an Indemnified Party of a Claim Notice (such date, the “Objection Deadline”), a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting which Objection Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the claimclaims in respect of which the objection is made. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or Stockholders’ Representative does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment by the Stockholders’ Representative and the Indemnifying Parties that the Indemnified Person Party is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Indemnification Claim Notice (any and such claimentitlement shall be conclusively and irrefutably established), an “Unobjected Claim”). In and the event the amount of Losses recoverable by any Parent Indemnified Person in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to Stockholders’ Representative shall take all necessary actions under this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder Escrow Agreement to effect payment (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any nonor set-taxable unit dividends paid off) in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43thereof.

Direct Claims for Indemnification. Subject to Parent shall administer all claims for indemnification on behalf of the limitations set forth aboveIndemnified Parties. Parent, any Parent on behalf of an Indemnified Person or Stockholder Indemnified Person (as represented by Stockholders’ Representative) (each, an “Indemnified Person”) may seek Party that seeks recovery of Indemnifiable Losses pursuant to this Section 8.3.1 not involving a Third Party Claim by delivering Article VII, shall deliver to Stockholdersthe Holders’ Representative (and, if such Claim Notice is delivered prior to the Survival Date, with a concurrent copy to the Escrow Agent) a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.4(a), a Claim Notice relating to an Indemnifiable Loss under Section 7.2(a) must be delivered to the Holders’ Representative prior to the applicable Survival Date, if any; provided that any claims by Parent (on behalf of any Indemnified Party) with respect to any such Indemnifiable Loss made prior to the Stockholder Indemnifying Parties) or applicable Survival Date shall continue indefinitely until such claim is resolved pursuant to the terms of this Article VII. The date of such delivery of a Claim Notice is referred to herein as the “Claim Date” of such Claim Notice (and the claims for indemnification contained therein). “Claim Notice” means a notice delivered by Parent (eachon behalf of an Indemnified Party): (i) stating that an Indemnified Party has paid, an “Indemnifying Party”sustained or incurred, or anticipates in good faith that it will have to pay, sustain or incur Indemnifiable Losses; and (ii) specifying in reasonable detail (A) the individual items (to the extent known) and the estimated amount of Indemnifiable Losses (if known and reasonably practicable), (B) the date each such item was paid, sustained or incurred (as applicable), or the good faith basis for such anticipated liability (including, in the case of claims pursuant to Section 7.2(a)(i), the Stockholders’ Representative, except for obligations applicable representation and warranty claimed to make or rights to receive any payments, which obligations and rights shall belong solely to the Stockholder Indemnifying Parties) as applicable, a notice (a) stating that an Indemnified Person has paid, sustained, suffered or incurred a Lossbe inaccurate), and (bC) specifying in reasonable detail the nature of the Loss, including an estimate Indemnifiable Matter (if reasonably apparent) of the amount of the Loss (each, an “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify such information to the knowledge of such Indemnified Person as of the date such Indemnification Claim Notice is delivered, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentenceknown). All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by StockholdersThe Holders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed to Stockholders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in an Indemnification a Claim Notice by delivering to Parent (and, in the case of a notice claim against the Indemnity Escrow Fund, to the Escrow Agent) within thirty (30) days from the date of delivery by Parent of a Claim Notice (such date, the “Objection Deadline”), a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”) to the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting which Objection Notice shall set forth in reasonable detail the nature of the objections to the claimclaims in respect of which the objection is made. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or Holders’ Representative does not object in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment by the Holders’ Representative and the Indemnifying Parties that the Indemnified Person Party is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Indemnification Claim Notice (any such claimNotice, an “Unobjected Claim”). In and the event the amount of Losses recoverable by any Parent Indemnified Person in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to Holders’ Representative shall take all necessary actions under this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid Escrow Agreement to effect payment in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant to this Agreement equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons in respect of any Unobjected Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43thereof.

Direct Claims for Indemnification. Subject to Parent shall administer on behalf of the limitations set forth above, any Parent Indemnified Person or Stockholder Parties all claims for indemnification of Indemnifiable Matters. Parent, on behalf of a Parent Indemnified Person (as represented by Stockholders’ Representative) (each, an “Indemnified Person”) may seek Party that seeks recovery of Parent Indemnifiable Losses pursuant to this Section 8.3.1 not involving a Third Party Claim by delivering Article VII, shall deliver to the Stockholders’ Representative (and, if such Claim Notice is delivered prior to the termination of the Escrow Fund, with a concurrent copy to the Escrow Agent) a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.5(a), a Claim Notice relating to a Parent Indemnifiable Loss under Section 7.2 must be delivered to the Stockholders’ Representative prior to the expiration of the Survival Period for the underlying matter (the period of time during which a claim for indemnification may be made pursuant to the foregoing clause, a “Claims Period”); provided that any claims by Parent (on behalf of any Parent Indemnified Party) with respect to any such Parent Indemnifiable Loss made prior to the Stockholder Indemnifying Parties) or expiration of the applicable Claims Period shall continue until such claim is resolved pursuant to the terms of this Article VII. “Claim Notice” means a notice delivered by Parent (eachon behalf of a Parent Indemnified Party): (i) stating that an Parent Indemnified Party has paid, an “Indemnifying Party”sustained, incurred or accrued Parent Indemnifiable Losses, (ii) specifying in reasonable detail the amount of such Parent Indemnifiable Losses (if known and quantifiable), the date each such Parent Indemnifiable Loss was paid, sustained, suffered, accrued or incurred (including, in the case of claims pursuant to Section 7.2(a), the applicable Company Fundamental Representation claimed to be inaccurate) and (iii) the nature of the Indemnifiable Matter to which such item is related (which shall include a reasonably detailed description of the facts and circumstances giving rise to and supporting such claim). Parent may update a Claim Notice from time to time to reflect any change in circumstances following the date thereof. The Stockholders’ RepresentativeRepresentative may object to a claim for indemnification of an Indemnifiable Matter set forth in a Claim Notice by delivering to Parent (and, except for obligations in the case of a claim against the Indemnity Escrow Fund, with a concurrent copy to make the Escrow Agent) within 30 days of the delivery by Parent of a Claim Notice or rights any updated Claim Notice (such date, the “Objection Deadline”), a written statement of objection to receive any paymentsthe claim made in the Claim Notice (an “Objection Notice”), which obligations and rights Objection Notice shall belong solely to the Stockholder Indemnifying Parties) as applicable, a notice (a) stating that an Indemnified Person has paid, sustained, suffered or incurred a Loss, and (b) specifying set forth in reasonable detail the nature of the Loss, including an estimate (if reasonably apparent) of the amount of the Loss (each, an “Indemnification Claim Notice”); provided, however that (1) the Indemnification Claim Notice need only specify such information objections to the knowledge claims in respect of such Indemnified Person as of which the date such Indemnification Claim Notice objection is delivered, (2) shall not limit any of made. If the rights or remedies of any Indemnified Person except to the extent that a material omission or misstatement was knowingly made in bad faith by such Indemnified Person and the Indemnifying Party shall have been materially prejudiced thereby and (3) may be updated and amended from time to time by the Indemnified Person by delivering an updated or amended Indemnification Claim Notice as provided for in the preceding sentence. All claims for indemnification under this Section 8.3 (i) by any Stockholder Indemnified Person may only be made on behalf of such Stockholder Indemnified Person by Stockholders’ Representative and (ii) against any Stockholder Indemnifying Party shall be addressed either fails to Stockholders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in issue an Indemnification Claim Objection Notice by delivering a notice (an “within the Objection Notice”) Deadline or prior to the Indemnified Person seeking indemnification within 30 days expiration of the delivery of the applicable Indemnification Claim Notice (the “Indemnification Claim Objection Deadline”), setting forth in reasonable detail the objections to the claim. If the Indemnifying Party either notifies the applicable Indemnified Person that it does not object or does not object Deadline confirms in writing by the Indemnification Claim Objection Deadline, such failure to so object shall be an irrevocable acknowledgment that the Parent Indemnified Person Party is entitled to the full amount of the claims for Parent Indemnifiable Losses set forth in such Indemnification Claim Notice (any such claimNotice, an “Unobjected Claim”). In then the event Escrow Agent shall, upon Parent’s and the amount of Losses recoverable by any Stockholders’ Representative’s direction, distribute to Parent Indemnified Person in respect of any Unobjected Claim is equal to or less than the value of the Holdback Shares that remain restricted pursuant to this Agreement and that have not previously been forfeited by the Effective Time Holders in satisfaction of a prior indemnifiable claim hereunder (any such Holdback Shares, as of a particular date, the “Remaining Holdback Shares,” and any such amount, together with any non-taxable unit dividends paid in respect of Holdback Shares, as of a particular date, the “Remaining Holdback Value”), Parent shall be entitled to cancel, and Effective Time Holders shall forever forfeit, based on such Effective Time Holder’s Pro Rata Share, any right to such number of Holdback Shares pursuant shares of Parent Common Stock from the Escrow Fund having a total value (calculated by reference to this Agreement the Parent Announcement Stock Price) equal to the amount of the Losses with respect to the claims in accordance with the terms of this Agreement. In the event the amount of Losses recoverable by any Parent Indemnified Persons Indemnifiable Losses corresponding to such claim or claims as set forth in respect of any Unobjected such Claim exceeds the value of the Remaining Holdback Value, or if such Unobjected Claim relates to a claim for recovery directly from an Indemnifying Party, (i) first, Parent shall cancel the number of remaining 43Notice.