Common use of Dispute Notice Clause in Contracts

Dispute Notice. If the Indemnifying Party disputes (x) its obligation to indemnify the Indemnified Party in respect of any Indemnity Claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in no event later than forty-five (45) days, after the Notice of Claim is given, as follows: (i) in the case of any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Order.

Dispute Notice. If Seller does not deliver a Dispute Notice during the Indemnifying Party disputes (x) its obligation to indemnify applicable Review Period, then the Indemnified Party in respect calculation of any Indemnity Claim the Average Earn-Out Units set forth in a Notice of Claimthe Earn-Out Statement and the Earn-Out Payment made by Buyer pursuant to Section 2.4(a) above shall be final, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in no event later than forty-five (45) days, after the Notice of Claim is given, as follows: (i) in the case of any Indemnity Claim by any member of conclusive and binding on Buyer Group against Sellers, and Seller. If Seller does deliver a Dispute Notice may be given only by Sellersto Buyer during the Review Period, Buyer and Seller shall attempt to resolve the matters raised in the Dispute Notice in good faith and, if successful, shall proceed as promptly as possible thereafter to amend the Earn-Out Statement and, if necessary and if givenprior to the payment of all outstanding amounts due under, will be sent the Promissory Note. If any such matters remain unresolved by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice date that is given within such thirty (30) day perioddays after the date on which the Dispute Notice was delivered to Buyer, then either Buyer or Seller may submit such dispute for resolution in accordance with the validity procedures set forth in Section 10.3. The parties acknowledge and agree that, if any dispute described in this Section 2.4(b) is resolved on or after December 31, 2017, all amounts payable upon the resolution of such disputes shall be made by wire transfer of immediately available funds to the account specified by the party entitled to receive such payment. If, prior to Buyer's payment of the claim for indemnification Earn-Out Payment, there is a direct or indirect sale, exchange, or other transfer of more than 50% of the capital stock of Buyer (whether by the issues or sale of equity, merger, consolidation or otherwise) to a person or entity that is not controlled by Buyer or a sale of all or substantially all of the assets of Buyer (a "Change of Control"), then no later than fifteen (15) days after the Change of Control, (i) Buyer shall deliver to Seller a statement (a "Change of Control Statement"), with reasonable supporting documentation, setting forth the Average Earn-Out Units, provided that, in calculating the Average Earn-Out Units pursuant to Section 2.4(a), references therein to September 30, 2017 shall be deemed to refer instead to the date upon which the Change of Control shall have been consummated (the "Change of Control Average Earn-Out Units"), and (ii) pay to Seller, in full satisfaction of its obligation under this Section 2.4, an amount in cash equal to the Indemnity Claim Amountgreater of (i) the amount that the Earn-Out Payment would equal, each as calculated in accordance with Section 2.4(a), if based upon the Change of Control Average Earn-Out Units instead of the Average Earn-Out Units, or (ii) Xxx Xxxxxxx, Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($2,500,000). If Seller disagrees with the calculation of the Change of Control Average Earn-Out Units set forth in the Notice Change of ClaimControl Statement and/or the calculation of the payment described in this Section 2.4(c), will be deemed to be agreed, effective on then Seller and Buyer shall resolve such dispute in accordance with the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount procedures set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying PartySection 2.4(b). (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Order.

Dispute Notice. If The Post-Closing Statement will be final, conclusive and binding on the Indemnifying Party disputes parties hereto for purposes of this Article 2 unless the Sellers’ Representative provides a written notice to the Company no later than the thirtieth (x30th) its obligation to indemnify day after delivery of the Indemnified Party in respect of any Indemnity Claim set Post-Closing Statement setting forth in a Notice of Claim, or reasonable detail (ya) any item on the Post-Closing Statement that the Sellers’ Representative believe has not been prepared in accordance with GAAP and (b) the Indemnity Claim Amount set forth correct amount of such item in accordance with GAAP and the calculation thereof (a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in ). Any item or amount to which no event later than forty-five (45) days, after the Notice of Claim dispute is given, as follows: (i) in the case of any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed raised in the Dispute Notice will immediately be an Indemnity Amount Payable final, conclusive and binding on the parties hereto for purposes of this Article 2. The Company and the Sellers’ Representative will attempt to resolve the matters raised in a Dispute Notice in good faith. No earlier than fifteen (15) Business Days after delivery of the relevant Indemnifying Party. Dispute Notice, either the Company or the Sellers’ Representative may provide written notice to the other that it elects to submit the disputed items to a nationally recognized independent accounting firm chosen jointly by the Company and the Sellers’ Representative (the “Independent Referee”). In the event that the Company and the Sellers’ Representative are unable to jointly select an Independent Referee, then each of the Company and the Sellers’ Representative will promptly (but in any event within ten (10) Business Days after delivery of the notice to engage an Independent Referee) select an independent accounting firm that represents private companies of a size comparable to the Company and will promptly (but in any event within twenty (20) Business Days after delivery of the notice to engage 96760364_21 an Independent Referee) cause such two (2) Buyer accounting firms to jointly select a third (3rd) independent accounting firm that represents private companies of a size comparable to the Company to act as the Independent Referee. The Independent Referee will promptly review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with GAAP (i.e., not on the basis of an independent review); provided, that the Independent Referee will not assign a value to any item greater than the greatest value for such item, or lower than the lowest value for such item, claimed in the Post-Closing Statement or the Dispute Notice. The fees and expenses of the Independent Referee will be paid by the Sellers will negotiate from the Sellers’ Representative Expense Account, on the one hand, and by the Buyer, on the other hand, in good faith inverse proportion to settle their success on the merits in the resolution of the items in dispute, and the portion, if any, decision of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable Independent Referee with respect to the items of the relevant Indemnifying Party. (3) If Buyer Post-Closing Statement disputed by the Dispute Notice and Sellers are unable submitted to it will be final, conclusive and binding on the parties hereto for purposes of this Article 2. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Independent Referee and to cause the Independent Referee to resolve any portion disputed items no later than thirty (30) Business Days after selection of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the disputeIndependent Referee. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Order.

Dispute Notice. If Each COD Model (and the Indemnifying Party disputes Initial COD Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Buyer failed to calculate the Initial COD Purchase Price Adjustment in accordance with this Agreement and provides a Dispute Notice to the Buyer no later than the twentieth (20th) Business Day after the payment of the applicable Initial COD Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the applicable Initial COD Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) its obligation to indemnify the Indemnified Party in respect number of any Indemnity Claim days between receipt of the request for such reasonably access and the date such access is provided and (y) ten (10) Business Days. Any Dispute Notice must set forth in a Notice reasonable detail (A) any item on such COD Model that the Seller reasonably believes in good faith has not been prepared in accordance with this Agreement and its calculation of Claimthe correct amount of such item, or (yB) the Indemnity Claim Amount set forth Seller’s resulting calculation of the COD Purchase Price Adjustment for such Project, in a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in no event later than forty-five (45) days, after the Notice of Claim is given, as follows: (i) in the each case of any Indemnity Claim by any member of Buyer Group against Sellersclauses (A) and (B), a Dispute Notice may be given only by Sellerstogether with reasonable supporting information, including the work papers and if given, will be sent by Sellers to Buyer at the address other books and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member records of the Seller Group against Buyerand its Affiliates and any accountants, a Dispute Notice may be given only experts, consultants or financial advisers retained by Buyerthe Seller or its Affiliates for purposes preparing such alternative calculations, and if given(C) the amount by which, will be sent by Buyer based on such calculation and with respect to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day periodInitial COD Purchase Price Adjustment, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount Buyer underpaid or (2) the Seller Parties overpaid. Any item or amount to which no dispute is not disputed raised in the Dispute Notice will immediately be an Indemnity Amount Payable final, conclusive and binding on the Parties and Seller Parent upon delivery to the Buyer of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle the disputeDispute Notice, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the or such later date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, as determined in a Final Order accordance with this Section 2.07(b) if the Buyer does not provide reasonable access as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Orderrequired pursuant to this Section 2.07(b).

Dispute Notice. If the Indemnifying Party Indemnitor disputes (x) its obligation to indemnify the Indemnified Party Indemnitee in respect of any Indemnity Claim claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will shall be given as soon as practicable, but in no event later than forty-five thirty (4530) days, after the Notice of Claim is given, as follows: (i) in In the case of any Indemnity Claim by any member of the Buyer Group against SellersSeller, a Dispute Notice may be given only by SellersSeller, and if given, will shall be sent by Sellers Seller to Buyer at the address and in the manner provided in Section 10.1 (Notices); and11.02. (ii) in In the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will shall be sent by Buyer to Sellers Seller at the address and in the manner provided in Section 10.1 (Notices)11.02. (Aiii) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will shall be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will shall immediately be an “Indemnity Amount Payable” Payable of the relevant Indemnifying PartyIndemnitor. (Biv) If a Dispute Notice is given within such thirty (30) day period, then: (1A) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying PartyIndemnitor. (2B) Buyer and Sellers will Seller shall negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers Seller agree in writing is payable will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying PartyIndemnitor. (3C) If Buyer and Sellers Seller are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers Seller may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement 11.08 to obtain resolution of the dispute. (4D) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will shall not be an Indemnity Amount Payable, and the Indemnified Party will Indemnitee shall have no further right, under this AgreementAgreement or otherwise, to seek to recover such amount from the Indemnifying PartyIndemnitor. (5E) If Buyer or Sellers Seller initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(49.06(b)(iv)(D), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will Indemnitor shall be an Indemnity Amount Payable of the relevant Indemnifying Party Indemnitor as of the date of such Final Order.

Dispute Notice. If the Indemnifying Party disputes (x) its obligation to indemnify the Indemnified Party Indemnitee in respect of any Indemnity Claim claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will Notice shall be given as soon as practicable, but in no event later than forty-five (45) 60 days, after the Notice of Claim is givenbecomes effective, as provided in Section 12.4(a), as follows:: 50 57 (i1) in the case of any Individual Indemnity Claim by any member of Buyer Group against SellersClaim, a Dispute Notice may be given only by Sellersany Warrantor Seller against whom such claim is made (solely as to the Individual Indemnity Claim against such Warrantor Seller), and if given, will shall be sent by Sellers the Warrantor Seller to Buyer at the address and in the manner provided in Section 10.1 (Notices); and14.7. (ii2) in the case of any Joint Indemnity Claim by any member of the Seller Group against BuyerClaim, a Dispute Notice may be given only by Buyerthe Warrantor Representative, and if given, will shall be sent by the Warrantor Representative to Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices)14.7. (A3) in the case of any claim by any Warrantor Seller against Buyer, a Dispute Notice may be given by Buyer, and if given, shall be sent by Buyer to the Warrantor Seller making such claim against Buyer at the address and in the manner provided in Section 12.4(a)(x) or (y), as applicable, for a Notice of Claim to such Warrantor Seller. (i) If no Dispute Notice is given within such thirty (30) 60 day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will shall be deemed to be agreed, effective on the first (1st) day following such thirty (30) 60 day period, and the Indemnity Claim Amount set forth in the Notice of Claim will shall immediately be an “Indemnity Amount Payable” Payable of the relevant Indemnifying Party. (Bii) If a Dispute Notice is given within such thirty (30) 60 day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (2) Buyer The Indemnifying Party and Sellers will the Indemnitee shall negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Order.the

Dispute Notice. If the Indemnifying Party Indemnitor disputes (x) its obligation to indemnify the Indemnified Party Indemnitee in respect of any Indemnity Claim claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will shall be given as soon as practicable, but in no event later than forty-five thirty (4530) days, days after the Notice of Claim is given, as follows: (i) in In the case of any Indemnity Claim by any member of Buyer Group Purchaser Indemnitee against SellersSeller, a Dispute Notice may be given only by SellersSeller, and if given, will shall be sent by Sellers Seller to Buyer Purchaser at the address and in the manner provided in Section 10.1 (Notices); and9.1. (ii) in In the case of any Indemnity Claim by any member of the Seller Group Indemnitee against BuyerPurchaser, a Dispute Notice may be given only by BuyerPurchaser, and if given, will shall be sent by Buyer Purchaser to Sellers Seller at the address and in the manner provided in Section 10.1 (Notices)9.1. (Aiii) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will shall be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will shall immediately be an “Indemnity Amount Payable” Payable of the relevant Indemnifying PartyIndemnitor. (Biv) If a Dispute Notice is given within such thirty (30) day period, then: (1A) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying PartyIndemnitor. (2B) Buyer Purchaser and Sellers will Seller shall negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer Purchaser and Sellers Seller agree in writing is payable will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying PartyIndemnitor. (3C) If Buyer Purchaser and Sellers Seller are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer Purchaser or Sellers Seller may initiate legal proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement 9.6 to obtain resolution of the dispute. (4D) If neither Buyer Purchaser nor any Seller initiates initiate legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will shall not be an Indemnity Amount Payable, and the Indemnified Party will Indemnitee shall have no further right, under this AgreementAgreement or otherwise, to seek to recover such amount from the Indemnifying PartyIndemnitor. (5E) If Buyer Purchaser or Sellers initiates Seller initiate legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(48.6(b)(iv)(D), the amount, if any, determined pursuant to Section 9.6 or in a Final Order final order of a court of competent jurisdiction as payable by the Indemnifying Party will Indemnitor shall be an Indemnity Amount Payable of the relevant Indemnifying Party Indemnitor as of the date of such Final Orderfinal order.

Dispute Notice. If A “Non-Monetary Default” is any Default or Event of Default that does not involve the Indemnifying Party payment or Rent, Additional Rent, or some other liquidated sum required to be paid by Tenant under this Lease. Notwithstanding any provision in this Lease to the contrary, if (i) Landlord delivers to Tenant notice of a Non-Monetary Default (a “Non-Monetary Default Notice”), and if Tenant disputes (x) its obligation to indemnify the Indemnified Party any matters set out in respect of any Indemnity Claim set forth in a Notice of Claimsuch Non-Monetary Default Notice, or (yii) if a UT Sublease is in effect and U.T. receives a copy of any a Non-Monetary Default Notice and U.T. disputes any matters set out in such Non-Monetary Default Notice, then Tenant, U.T., or Landlord, as the Indemnity Claim Amount set forth in case may be, may deliver to the other Parties a Notice of Claim, a dispute written notice (“Dispute Notice”) stating the matter or matters that are disputed (collectively, the “Dispute”). Upon delivery of a Dispute Notice and during the pendency of the Dispute Resolution, (i) the events described in the Non-Monetary Default Notice shall not constitute an Event of Default or a Landlord Default, as the case may be, and (ii) the applicable cure periods for the default which is the subject to the Dispute shall be tolled until the conclusion of the Dispute Resolution as provided in this Article XIX, at which time the applicable cure period will be given as soon as practicableresume, but provided, in no event later shall such cure period be less than forty-five ten (4510) days, after . If the Notice of Claim Dispute is given, as follows: (i) in the case of based on any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as matters set forth in the Notice of Claima Non-Monetary Default Notice, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in then the Dispute Notice will immediately must be an Indemnity Amount Payable sent within ten (10) Business Days after the date of Xxxxxx’s receipt of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle Non- Monetary Default Notice. If the disputeDispute is based on any alleged default by Landlord, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date then the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 must be sent within ten (Governing Law; Venue; and Jurisdiction10) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of Business Days after the date of such Final OrderLandlord’s receipt of written notice of the alleged default.

Dispute Notice. If A “Non-Monetary Default” is any Default or Event of Default that does not involve the Indemnifying Party payment or Rent, Additional Rent, or some other liquidated sum required to be paid by Tenant under this Lease. Notwithstanding any provision in this Lease to the contrary, if (i) Landlord delivers to Tenant notice of a Non-Monetary Default (a “Non-Monetary Default Notice”), and if Tenant disputes (x) its obligation to indemnify the Indemnified Party any matters set out in respect of any Indemnity Claim set forth in a Notice of Claimsuch Non-Monetary Default Notice, or (yii) if a UT Sublease is in effect and U.T. receives a copy of any a Non-Monetary Default Notice and U.T. disputes any matters set out in such Non-Monetary Default Notice, then Tenant, U.T., or Landlord, as the Indemnity Claim Amount set forth in case may be, may deliver to the other Parties a Notice of Claim, a dispute written notice (“Dispute Notice”) stating the matter or matters that are disputed (collectively, the “Dispute”). Upon delivery of a Dispute Notice and during the pendency of the Dispute Resolution, (i) the events described in the Non-Monetary Default Notice shall not constitute an Event of Default or a Landlord Default, as the case may be, and (ii) the applicable cure periods for the default which is the subject to the Dispute shall be tolled until the conclusion of the Dispute Resolution as provided in this Article XIX, at which time the applicable cure period will be given as soon as practicableresume, but provided, in no event later shall such cure period be less than forty-five ten (4510) days, after . If the Notice of Claim Dispute is given, as follows: (i) in the case of based on any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as matters set forth in the Notice of Claima Non-Monetary Default Notice, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in then the Dispute Notice will immediately must be an Indemnity Amount Payable sent within ten (10) Business Days after the date of Tenant’s receipt of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle Non- Monetary Default Notice. If the disputeDispute is based on any alleged default by Landlord, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date then the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 must be sent within ten (Governing Law; Venue; and Jurisdiction10) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under this Agreement, to seek to recover such amount from the Indemnifying Party. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of Business Days after the date of such Final OrderLandlord’s receipt of written notice of the alleged default.

Dispute Notice. If the Indemnifying Party Indemnitor disputes (x) its obligation to indemnify the Indemnified Party Indemnitee in respect of any Indemnity Claim set forth in a Notice of Claim, or (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will Notice shall be given as soon as practicable, but in no event later than forty-five (45) 30 days, after the Notice of Claim is given, as follows: (i) in the case of any Indemnity Claim by any member Freedom Indemnified Party, a Dispute Notice may be given only by Buyers’ Representative, and if given, shall be sent by Buyers’ Representative to Sellers’ Representative at the address and in the manner provided in Section 9.6. (ii) in the case of any claim by GLG Indemnified Parties against the Buyer Group against SellersGroup, a Dispute Notice may be given only by Sellers’ Representative, and if given, will shall be sent by Sellers Sellers’ Representative to Buyer Buyers’ Representative at the address and in the manner provided in Section 10.1 (Notices); and (ii) in the case of any Indemnity Claim by any member of the Seller Group against Buyer, a Dispute Notice may be given only by Buyer, and if given, will be sent by Buyer to Sellers at the address and in the manner provided in Section 10.1 (Notices)9.6. (A) If no Dispute Notice is given within such thirty (30) 30 day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will shall be deemed to be agreed, effective on the first (1st) day following such thirty (30) 30 day period, and the Indemnity Claim Amount set forth in the Notice of Claim will shall immediately be an “Indemnity Amount Payable” Payable of the relevant Indemnifying PartyIndemnitor. (B) If a Dispute Notice is given within such thirty (30) 30 day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying PartyIndemnitor. (2) Buyer The Indemnitor and Sellers will the Indemnitee shall negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer the Indemnitor and Sellers the Indemnitee agree in writing is payable will shall immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer the Indemnitor and Sellers the Indemnitee are unable to resolve any portion of the Indemnity Claim Amount within two (2) four months following the date the Dispute Notice is given, either Buyer the Indemnitor or Sellers the Indemnitee may initiate legal proceedings in the courts specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain judicial resolution of the dispute. (4) If neither Buyer the Indemnitor nor any Seller the Indemnitee initiates legal proceedings in respect of the dispute within twelve (12) months following the date the Dispute Notice is given, the portion of the Indemnity Claim Amount which is disputed will shall not be an Indemnity Amount Payable, and the Indemnified Party will Indemnitee shall have no further right, under this Agreement, to seek to recover such amount from the Indemnifying PartyIndemnitor or to withhold such amount from any payment otherwise required pursuant to this Agreement. (5) If Buyer the Indemnitor or Sellers the Indemnitee initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(48.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will Indemnitor shall be an Indemnity Amount Payable of the relevant Indemnifying Party Indemnitor as of the date of such Final Order.

Dispute Notice. If the Indemnifying Party disputes After receiving a copy of a Company Escrow Fund Demand or a Buyer Escrow Fund Demand (x) its obligation to indemnify the Indemnified Party in respect of any Indemnity Claim set forth in a Notice of Claimeither case, or an "Escrow Fund Demand"), Buyer (y) the Indemnity Claim Amount set forth in a Notice of Claim, a dispute notice (“Dispute Notice”) will be given as soon as practicable, but in no event later than forty-five (45) days, after the Notice of Claim is given, as follows: (i) in the case of any Indemnity Claim by any member of Buyer Group against Sellers, a Dispute Notice may be given only by Sellers, and if given, will be sent by Sellers to Buyer at the address and in the manner provided in Section 10.1 Company Escrow Fund Demand) or Company (Notices); and (ii) in the case of any Indemnity Claim by any member a Buyer Escrow Fund Demand) (in either case, "Challenger") may challenge the propriety under this Agreement and the Purchase Agreement of the Seller Group against Buyerrequested disbursement of the Deposit or Closing Documents, as the case may be, held in the Escrow Fund by delivering to the Escrow Agent and Company (in the case of a Company Escrow Fund Demand) or Buyer (in the case of a Buyer Escrow Fund Demand) (in either case, "Requestor") a written notice setting forth the grounds for such challenge ("ESCROW Fund Dispute Notice"). If the Escrow Agent receives an Escrow Fund Dispute Notice may be given only by Buyerin response to any Escrow Fund Demand, then the Escrow Agent will not make the requested disbursement unless and if given, will be sent by Buyer to Sellers at until (i) the address and in the manner provided in Section 10.1 (Notices). (A) If no Dispute Notice is given within such thirty (30) day period, the validity of the claim for indemnification and the Indemnity Claim Amount, each as set forth in the Notice of Claim, will be deemed to be agreed, effective on the first (1st) day following such thirty (30) day period, and the Indemnity Claim Amount set forth in the Notice of Claim will immediately be an “Indemnity Amount Payable” of the relevant Indemnifying Party. (B) If a Dispute Notice is given within such thirty (30) day period, then: (1) The portion, if any, of the Indemnity Claim Amount which is not disputed in the Dispute Notice will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (2) Buyer and Sellers will negotiate in good faith to settle the dispute, and the portion, if any, of the Indemnity Claim Amount which Buyer and Sellers agree in writing is payable will immediately be an Indemnity Amount Payable of the relevant Indemnifying Party. (3) If Buyer and Sellers are unable to resolve any portion of the Indemnity Claim Amount within two (2) months following the date the Dispute Notice is given, either Buyer or Sellers may initiate proceedings specified in Section 10.12 (Governing Law; Venue; and Jurisdiction) of this Agreement to obtain resolution of the dispute. (4) If neither Buyer nor any Seller initiates legal proceedings Escrow Agent has received written instructions in respect of such disbursement from the dispute within twelve Requestor and the Challenger, acting jointly, or (12ii) months Requestor or Challenger delivers to Escrow Agent a copy of an order of a court of competent jurisdiction providing for the disbursement of the Deposit or Closing Documents, as the case may be, held in the Escrow Fund ("COURT ORDER"), together with an opinion, satisfactory in form, scope and substance to the Escrow Agent, of counsel satisfactory to the Escrow Agent, stating that, in the unqualified opinion of such counsel, such order is not subject to appeal, or that the appeal period with respect to such order has elapsed and no appeal has been taken, together with evidence reasonably satisfactory to the Escrow Agent that a copy of the Court Order has been delivered to the other of them, in which case the Escrow Agent shall disburse the Deposit or Closing Documents, as the case may be, held in the Escrow Fund in accordance with the Court Order on the tenth (10th) Business Day following the date the Dispute Notice is given, the portion Escrow Agent's receipt of the Indemnity Claim Amount which is disputed will not be an Indemnity Amount Payable, and the Indemnified Party will have no further right, under Court Order. For purposes of this Agreement, to seek to recover such amount from the Indemnifying Partyterm "BUSINESS DAY" shall mean any day other than a day on which banks in the State of Colorado are closed. (5) If Buyer or Sellers initiates legal proceedings within the twelve (12) month period specified in Section 9.6(b)(ii)(B)(4), the amount, if any, determined in a Final Order as payable by the Indemnifying Party will be an Indemnity Amount Payable of the relevant Indemnifying Party as of the date of such Final Order.