Common use of Distributions for Indemnification Clause in Contracts

Distributions for Indemnification. (a) HFC may deliver to the Escrow Agent a certificate (a "Notice of Claim") (i) stating that HFC is of the opinion that it may be entitled to indemnification from Peter A. Egan and John F. Ellis (the "Principal Shareholders") pxxxxxxx xx Xxction 00.0 xx xxx Purchase Agreement or from any or all of the other shareholders (the "Option Shareholders") pursuant to Section 11.3 of the Purchase Agreement (each, an "Indemnification Obligation"), (ii) stating the aggregate amount (the "Claim Amount") of such Indemnification Obligation (or, in the case of an unliquidated Indemnification Obligation, a good faith and reasonable estimate thereof), and (iii) specifying in reasonable detail the nature of such Indemnification Obligation, the basis of the Claim Amount, and the name or names of the Indemnified Shareholders. Any Notice of Claim delivered pursuant to this Section 3.1(a) with respect to any unliquidated Indemnification Obligation may be supplemented by a later Notice of Claim specifying in greater detail the applicable Claim Amount or any other items set forth therein. HFC shall deliver to the Shareholder or Shareholders who are subject to the Indemnification Obligation set forth in the Notice of Claim (the "Indemnifying Shareholder") a copy of such Notice of Claim concurrently with the delivery of such Notice of Claim to the Escrow Agent. HFC shall have the right to submit a Notice of Claim in respect of any Indemnification Obligation at any time on or prior to June 30, 2007 (the "Final Escrow Date").

Distributions for Indemnification. (a) HFC At any time prior to the earlier of (x) the date on which Cardinal's audited financial statements for the first fiscal year ending after the Effective Time are issued and (y) the first anniversary of the Effective Time (the "Escrow Date"), Cardinal may deliver to the Escrow Agent (with a copy to the ALP Stockholders Representative) a certificate (a "Notice of Claim") (i) stating that HFC is of the opinion Cardinal believes that it may be entitled to indemnification from Peter A. Egan and John F. Ellis (the "Principal Shareholders") pxxxxxxx xx Xxction 00.0 xx xxx Purchase Agreement or from any or all pursuant to Article VIII of the other shareholders (the "Option Shareholders") pursuant to Section 11.3 of the Purchase Merger Agreement (each, an "Indemnification Obligation"), (ii) stating the aggregate amount (the "Claim Amount") of such Indemnification Obligation (or, in the case of an unliquidated or uncertain Indemnification Obligation, a good faith and reasonable estimate thereof), and (iii) specifying in reasonable detail the nature of such Indemnification Obligation, the basis of the Claim Amount, and the name or names of the Indemnified Shareholders. Any Notice of Claim delivered pursuant to this Section 3.1(a) 3.1 with respect to any unliquidated Indemnification Obligation may be supplemented by a later Notice of Claim specifying in greater detail the applicable Claim Amount or any other items set forth therein. HFC shall deliver to the Shareholder or Shareholders who are subject to the Indemnification Obligation set forth in the Upon delivery of any such Notice of Claim (Claim, the "Indemnifying Shareholder") Escrow Agent shall, within three business days of receipt thereof, deliver a written notice together with a copy of such Notice of Claim concurrently with the delivery of such Notice of Claim to the Escrow Agent. HFC shall have the right to submit a Notice of Claim in respect of any Indemnification Obligation at any time on or prior to June 30, 2007 (the "Final Escrow Date")ALP Stockholders Representative.

Distributions for Indemnification. (a) HFC At any time prior to the earlier of (i) the date on which Cardinal's audited financial statements for the first fiscal year ending after the Effective Time are issued and (ii) the first anniversary of the Effective Time (the "Escrow Date"), Cardinal may deliver to the Escrow Agent (with a copy to the MediQual Stockholders Representative) a certificate (a "Notice of Claim") (i) stating that HFC Cardinal is of the opinion that it may be entitled to indemnification from Peter A. Egan and John F. Ellis (the "Principal Shareholders") pxxxxxxx xx Xxction 00.0 xx xxx Purchase Agreement or from any or all pursuant to Article VIII of the other shareholders (the "Option Shareholders") pursuant to Section 11.3 of the Purchase Merger Agreement (each, an "Indemnification Obligation"), (ii) stating the aggregate amount (the "Claim Amount") of such Indemnification Obligation (or, in the case of an unliquidated Indemnification Obligation, a good faith and reasonable estimate thereof), and (iii) specifying in reasonable detail the nature of such Indemnification Obligation, the basis of the Claim Amount, and the name or names of the Indemnified Shareholders. Any Notice of Claim delivered pursuant to this Section 3.1(a) 3.1 with respect to any unliquidated Indemnification Obligation may be supplemented by a later Notice of Claim specifying in greater detail the applicable Claim Amount or any other items set forth therein. HFC shall deliver to the Shareholder or Shareholders who are subject to the Indemnification Obligation set forth in the Upon delivery of any such Notice of Claim (Claim, the "Indemnifying Shareholder") Escrow Agent shall, within three business days of receipt thereof, deliver a written notice together with a copy of such Notice of Claim concurrently with the delivery of such Notice of Claim to the Escrow Agent. HFC shall have the right to submit a Notice of Claim in respect of any Indemnification Obligation at any time on or prior to June 30, 2007 (the "Final Escrow Date")MediQual Stockholders Representative.

Distributions for Indemnification. (a) HFC Parent may deliver to the Escrow Agent a certificate (a "Notice of Claim") (i) stating that HFC Parent is of the opinion that it may be he entitled to indemnification from Peter A. Egan and John F. Ellis (the "Principal Shareholders") pxxxxxxx xx Xxction 00.0 xx xxx Purchase Agreement or from any or all of the other shareholders (the "Option Shareholders") pursuant to Section 11.3 7.2(a)(i) or Section 7.2(a)(ii) of the Purchase Merger Agreement (each, an "Indemnification Obligation"), (ii) stating the aggregate amount (the "Claim Amount") of such Indemnification Obligation (or, in the case of an unliquidated Indemnification Obligation, a good faith and reasonable estimate thereof), and (iii) specifying in reasonable detail the nature of such Indemnification Obligation, the basis of the Claim Amount, and the name or names of the Indemnified Shareholders. Any Notice of Claim delivered pursuant to this Section 3.1(a) with respect to any unliquidated Indemnification Obligation may be supplemented by a later Notice of Claim specifying in greater detail the applicable Claim Amount or any other items set forth therein. HFC Parent shall deliver to the Shareholder or Shareholders who are subject to the Indemnification Obligation set forth in the Shareholders' Representative a copy of any Notice of Claim (the "Indemnifying Shareholder") a copy of such Notice of Claim hereunder concurrently with the delivery of such Notice of Claim to the Escrow Agent. HFC Parent shall have the right to submit (x) a Notice of Claim in respect of any Indemnification Obligation under Section 7.2(a)(ii) at any time prior to the first anniversary of the Effective Time (the "First Escrow Date") and (y) a Notice of Claim in respect of any Indemnification Obligation under Section 7.2(a)(i) at any time on or prior to June 30March 31, 2007 2000 (the "Final Escrow Date").