Common use of Direct Claims for Indemnification Clause in Contracts

Direct Claims for Indemnification. Parent shall administer all claims for indemnification on behalf of the Indemnified Parties. Parent, on behalf of an Indemnified Party that seeks recovery of Indemnifiable Losses pursuant to this Article VII, shall deliver to the 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 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 (on behalf of an Indemnified Party): (i) stating that an Indemnified Party has paid, 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 applicable representation and warranty claimed to be inaccurate), and (C) the nature of the Indemnifiable Matter (to the extent known). The Holders’ Representative may object to a claim for indemnification set forth in a Claim Notice by delivering to Parent (and, in the case of a 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”), which Objection Notice shall set forth the nature of the objections to the claims in respect of which the objection is made. If the Holders’ Representative does not object in writing by the Objection Deadline, such failure to so object shall be an acknowledgment by the Holders’ Representative and the Indemnifying Parties that the Indemnified Party is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Claim Notice, and the Holders’ Representative shall take all necessary actions under this Agreement and the Escrow Agreement to effect payment in respect thereof.

Direct Claims for Indemnification. Parent shall administer on behalf of the Parent Indemnified Parties all claims for indemnification on behalf of the Indemnified PartiesIndemnifiable Matters. Parent, on behalf of an a Parent Indemnified Party that seeks recovery of Parent Indemnifiable Losses pursuant to this Article VII, shall deliver to the HoldersStockholders’ Representative (and, if such Claim Notice is delivered prior to the Survival Datetermination 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 7.4(a7.5(a), a Claim Notice relating to an a Parent Indemnifiable Loss under Section 7.2(a) 7.2 must be delivered to the HoldersStockholders’ Representative prior to the applicable expiration of the Survival DatePeriod for the underlying matter (the period of time during which a claim for indemnification may be made pursuant to the foregoing clause, if anya “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 expiration of the applicable Survival Date Claims Period 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 (on behalf of an a Parent Indemnified Party): (i) stating that an Parent Indemnified Party has paid, sustained sustained, incurred or incurred, or anticipates in good faith that it will have to pay, sustain or incur accrued Parent Indemnifiable Losses; and , (ii) specifying in reasonable detail (A) the individual items (to the extent known) and the estimated amount of such Parent Indemnifiable Losses (if known and reasonably practicablequantifiable), (B) the date each such item Parent Indemnifiable Loss was paid, sustained sustained, suffered, accrued 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)(i7.2(a), the applicable representation and warranty Company Fundamental Representation claimed to be inaccurate), ) and (Ciii) 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 the extent knownand supporting such claim). Parent may update a Claim Notice from time to time to reflect any change in circumstances following the date thereof. The HoldersStockholders’ Representative may object to a claim for indemnification of an Indemnifiable Matter set forth in a Claim Notice by delivering to Parent (and, in the case of a claim against the Indemnity Escrow Fund, with a concurrent copy to the Escrow Agent) within thirty (30) 30 days from of the date of delivery by Parent of a Claim Notice or any updated Claim Notice (such date, the “Objection Deadline”), a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”), which Objection Notice shall set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. If the HoldersStockholders’ Representative does not object either fails to issue an Objection Notice within the Objection Deadline or prior to the expiration of the Objection Deadline confirms in writing by the Objection Deadline, such failure to so object shall be an acknowledgment by the Holders’ Representative and the Indemnifying Parties that the Parent Indemnified Party is entitled to the full amount of the claims for Parent Indemnifiable Losses set forth in such Claim Notice, then the Escrow Agent shall, upon Parent’s and the HoldersStockholders’ Representative shall take all necessary actions under this Agreement and Representative’s direction, distribute to Parent a number of shares of Parent Common Stock from the Escrow Agreement Fund having a total value (calculated by reference to effect payment the Parent Announcement Stock Price) equal to the amount of any Parent Indemnifiable Losses corresponding to such claim or claims as set forth in respect thereofsuch Claim Notice.

Direct Claims for Indemnification. Parent Buyer shall administer all claims for indemnification of Indemnifiable Matters on behalf of the Indemnified Parties. ParentXxxxx, on behalf of an Indemnified Party that seeks recovery of Indemnifiable Losses pursuant to this Article VIIVIII, shall deliver to the Holders’ Representative (and, if such Claim Notice is delivered prior to the Survival Date, with a concurrent copy to the Escrow Agent) Parent a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.4(a)8.4, a Claim Notice relating to an Indemnifiable Loss under Section 7.2(a) 8.2 must be delivered to the Holders’ Representative 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 Survival Datestatute of limitations (the period of time during which a claim for indemnification may be made pursuant to the foregoing clauses (x) and (y), if anya “Claims Period”); provided that any claims by Parent Xxxxx (on behalf of any Indemnified Party) with respect to any such Indemnifiable Loss made prior to the expiration of the applicable Survival Date Claims Period shall continue indefinitely until such claim is resolved pursuant to the terms of this Article VII. The date VIII; and provided, further, that the failure or delay of such delivery of Buyer to provide a Claim Notice is referred promptly to herein as the “Claim Date” Indemnitor shall not relieve Parent of its obligations hereunder except to the extent Parent shall have been materially prejudiced by such Claim Notice (and the claims for indemnification contained therein)failure. A “Claim Notice” means a notice delivered by Parent Xxxxx (on behalf of an Indemnified Party): (i) stating that an Indemnified Party has paid, sustained sustained, incurred or incurred, or anticipates in good faith that it will have to pay, sustain or incur accrued Indemnifiable Losses; and , (ii) specifying in reasonable detail (A) the individual items (to the extent known) and the estimated amount of such Indemnifiable Losses (if known and reasonably practicable)Losses, (B) the date on or around each such item Indemnifiable Loss was paid, sustained sustained, suffered, accrued 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)(i8.2(a), the applicable representation and warranty claimed to be inaccurate), ) and (Ciii) the nature of the Indemnifiable Matter (to the extent known). The Holders’ Representative may object to a claim for indemnification set forth in a Claim Notice by delivering to Parent (and, in the case of a 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 (which such date, the “Objection Deadline”), a written statement of objection to the claim made in the Claim Notice (an “Objection Notice”), which Objection Notice shall set forth the nature of the objections to the claims in respect of which the objection item is made. If the Holders’ Representative does not object in writing by the Objection Deadline, such failure to so object shall be an acknowledgment by the Holders’ Representative and the Indemnifying Parties that the Indemnified Party is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Claim Notice, and the Holders’ Representative shall take all necessary actions under this Agreement and the Escrow Agreement to effect payment in respect thereofrelated.

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent shall administer all claims for indemnification 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 Indemnified Stockholder Indemnifying Parties. Parent) or Parent (each, on behalf an “Indemnifying Party”, in the case of an Indemnified Party that seeks recovery of Indemnifiable Losses pursuant the Stockholders’ Representative, except for obligations to this Article VIImake or rights to receive any payments, which obligations and rights shall deliver belong solely to the Holders’ Representative (and, if such Claim Notice is delivered prior to the Survival Date, with a concurrent copy to the Escrow AgentStockholder Indemnifying Parties) a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.4(a)as applicable, 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 notice (on behalf of any Indemnified Party) 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 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 (on behalf of an Indemnified Party): (ia) stating that an Indemnified Party Person has paid, sustained sustained, suffered or incurredincurred a Loss, or anticipates in good faith that it will have to pay, sustain or incur Indemnifiable Losses; and (iib) 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 applicable representation and warranty claimed to be inaccurate), and (C) the nature of the Indemnifiable Matter 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 known)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 Holders’ Representative Indemnifying Party may object to a claim for indemnification set forth in a an Indemnification Claim Notice by delivering to Parent (and, in the case of a 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 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”), which Objection Notice shall set setting forth the nature of in reasonable detail the objections to the claims in respect of which the objection is madeclaim. If the Holders’ Representative 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 by the Holders’ Representative and the Indemnifying Parties that the Indemnified Party Person is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Indemnification Claim NoticeNotice (any such claim, and an “Unobjected Claim”). In the Holders’ Representative shall take all necessary actions under 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 Escrow Agreement to effect payment 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 thereof.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 shall administer all claims for indemnification Indemnified Person or Holder Indemnified Person (as represented by Holders’ Representative) (each, an “Indemnified Person”) may seek recovery of Losses pursuant to this Section 8.3.1 not involving a third party by delivering to Holders’ Representative (on behalf of the Indemnified Holder Indemnifying Parties. Parent) or the Parent (each, on behalf of an Indemnified Party that seeks recovery of Indemnifiable Losses pursuant to this Article VII, shall deliver to the Holders’ Representative (and, if such Claim Notice is delivered prior to the Survival Date, with a concurrent copy to the Escrow Agent“Indemnifying Party”) a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.4(a)as applicable, 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 written notice (on behalf of any Indemnified Party) 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 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 (on behalf of an Indemnified Party): (ia) stating that an Indemnified Party Person has paid, sustained sustained, suffered or incurredincurred a Loss, or anticipates in good faith that it will have to pay, sustain or incur Indemnifiable Losses; and (iib) 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 applicable representation and warranty claimed to be inaccurate), and (C) the nature of the Indemnifiable Matter Loss, including an estimate (if reasonably apparent) of the amount of the Loss (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, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent known)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. The All claims for indemnification under this Section 8.3 (i) by any Holder Indemnified Person may only be made on behalf of such Holder Indemnified Person by Holders’ Representative and (ii) against any Holder Indemnifying Party shall be addressed to Holders’ Representative. The Indemnifying Party may object to a claim for indemnification set forth in a an Indemnification Claim Notice by delivering a notice to Parent (and, the Indemnified Person seeking indemnification within 30 days of the delivery of the applicable Indemnification Claim Notice or in the case of a claim against an amended Indemnification Claim Notice, within 30 days of the Indemnity Escrow Fund, to delivery of the Escrow Agent) within thirty (30) days from the date of delivery by Parent of a applicable amended Indemnification Claim Notice (such date, the “Indemnification Claim Objection Deadline”), a written statement of objection to the claim made setting forth in the Claim Notice (an “Objection Notice”), which Objection Notice shall set forth the nature of reasonable detail the objections to the claims in respect of which the objection is madeclaim. If the Holders’ Representative 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 by the Holders’ Representative and the Indemnifying Parties that the Indemnified Party Person is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Indemnification Claim Notice, and the Holders’ Representative Indemnifying Party shall take all necessary actions under this Agreement and the Escrow Agreement to effect payment in respect thereof.

Direct Claims for Indemnification. Subject to the limitations set forth above, any Parent shall administer all claims for indemnification Indemnified Person or Holder Indemnified Person (as represented by Holders’ Representatives) (each, an “Indemnified Person”) may seek recovery of Losses pursuant to this Section 8.3.1 not involving a third party by delivering to Holders’ Representatives (on behalf of the Indemnified Holder Indemnifying Parties. Parent) or the Parent (each, on behalf of an Indemnified Party that seeks recovery of Indemnifiable Losses pursuant to this Article VII, shall deliver to the Holders’ Representative (and, if such Claim Notice is delivered prior to the Survival Date, with a concurrent copy to the Escrow Agent“Indemnifying Party”) a Claim Notice in respect of such claim. To be valid pursuant to this Section 7.4(a)as applicable, 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 notice (on behalf of any Indemnified Party) 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 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 (on behalf of an Indemnified Party): (ia) stating that an Indemnified Party Person has paid, sustained sustained, suffered or incurredincurred a Loss, or anticipates in good faith that it will have to pay, sustain or incur Indemnifiable Losses; and (iib) 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 applicable representation and warranty claimed to be inaccurate), and (C) the nature of the Indemnifiable Matter Loss, including an estimate (if reasonably apparent) of the amount of the Loss (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, (2) shall not limit any of the rights or remedies of any Indemnified Person except to the extent known)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 Holder Indemnified Person may only be made on behalf of such Holder Indemnified Person by Holders’ Representatives and (ii) against any Holder Indemnifying Party shall be addressed to Holders’ Representatives. The Holders’ Representative Indemnifying Party may object to a claim for indemnification set forth in a an Indemnification Claim Notice by delivering to Parent (and, in the case of a claim against the Indemnity Escrow Fund, notice to the Escrow Agent) Indemnified Person seeking indemnification within thirty (30) 30 days from of the date delivery of delivery by Parent of a the applicable Indemnification Claim Notice (such date, the “Indemnification Claim Objection Deadline”), a written statement of objection to the claim made setting forth in the Claim Notice (an “Objection Notice”), which Objection Notice shall set forth the nature of reasonable detail the objections to the claims in respect of which the objection is madeclaim. If the Holders’ Representative 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 by the Holders’ Representative and the Indemnifying Parties that the Indemnified Party Person is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Indemnification Claim Notice, and the Holders’ Representative Indemnifying Party shall take all necessary actions under this Agreement and the Escrow Agreement to effect payment in respect thereof.

Direct Claims for Indemnification. Parent shall administer all claims for indemnification on behalf of the Indemnified Parties. Parent, on behalf of an An Indemnified Party that seeks may seek recovery of Indemnifiable Losses pursuant to this Article VII, shall deliver VIII by delivering to the HoldersStockholders’ 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(a8.3(a), a Claim Notice relating to an Indemnifiable Loss under clause (i) of Section 7.2(a8.2(a) must be delivered to the HoldersStockholders’ Representative prior to the applicable Survival Date, if any; provided provided, however, that any claims by Parent (on behalf of any Indemnified Party) 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 this Article VIIVIII. 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). For purposes hereof, “Claim Notice” means shall mean a notice delivered by Parent (on behalf of an Indemnified Party): : (i) stating that an Indemnified Party has paid, sustained or sustained, incurred, or accrued, or reasonably anticipates in good faith that it will shall have to pay, sustain sustain, incur or incur accrue Indemnifiable Losses; Losses and (ii) specifying in reasonable detail (A) the individual items (to the extent known) and the estimated amount of Indemnifiable Losses (if known included in the amount so stated, the facts and reasonably practicable)circumstances giving rise to the Indemnifiable Losses, (B) the date each such item was paid, sustained sustained, incurred, or incurred (as applicable)accrued, or the good faith basis for such anticipated liability (including, in the case of claims pursuant to Section 7.2(a)(i), the applicable representation and warranty claimed to be inaccurate)liability, and (C) the nature of the Indemnifiable Matter (to the extent known)which such item is related. The HoldersStockholders’ Representative may object to a claim for indemnification set forth in a Claim Notice by delivering to Parent the Indemnified Party seeking indemnification (and, in the case of a claim against the Indemnity Indemnification Escrow Fund, to the Escrow Agent) within thirty (30) days from after the date of delivery by Parent 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”), which Objection Notice Notice, in order to be effective, shall set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. If the HoldersStockholders’ Representative does not object in writing by the Objection Deadline, such failure to so object shall be an irrevocable acknowledgment by the HoldersStockholders’ Representative and the Indemnifying Parties that the Indemnified Party is entitled to the full amount of the claims for Indemnifiable Losses set forth in such Claim NoticeNotice (and such entitlement shall be conclusively and irrefutably established), and the HoldersStockholders’ Representative shall take all necessary actions under this Agreement and the Escrow Agreement to effect payment (or set-off) in respect thereof.