INDEMNIFICATION DISTRIBUTION Clause Samples

INDEMNIFICATION DISTRIBUTION. (a) Any and all claims, actions, suits, liabilities, losses, damages, costs and expenses incurred by NETWORK, EASTERN, or NETWORK's officers, directors, agents, employees and affiliates which is subject to indemnification by the Shareholders pursuant to Section 8.1 of the Merger Agreement shall be referred to herein collectively as "Reimbursable Losses" and individually as a "Reimbursable Loss". In the event that any claim is made or threatened against NETWORK which NETWORK believes will result in NETWORK or EASTERN incurring any Reimbursable Loss or if NETWORK believes it has incurred any Reimbursable Loss, on one or more such occasions during the term hereof NETWORK may deliver to Escrow Agent and the Shareholders a Distribution Notice setting forth the relevant facts concerning and the amount of the Reimbursable Loss. Unless, within twenty (20) business days (a business day being any day other than a Saturday or Sunday or a day on which banks in Kansas City, Missouri are closed for business) after receipt by the Shareholders of the Distribution Notice, Escrow Agent has received from the Shareholders a notice, a copy of which shall be delivered by the Shareholders to NETWORK, disputing the facts or the amount of the Reimbursable Loss stated in such Distribution Notice, (a "Dispute Notice") Escrow Agent shall promptly deliver the Escrow Shares (or a portion thereof) to NETWORK in accordance with Section 1.2(d). (b) In the event that within such twenty (20) day period Escrow Agent and NETWORK receive a Dispute Notice from the Shareholders, NETWORK and the Shareholders shall attempt to resolve such dispute within twenty (20) business days after receipt of the Dispute Notice. In the event NETWORK and the Shareholders are not able to resolve such dispute within such time period, or, in the event that either NETWORK or the Shareholders or both refuse to participate therein, then either NETWORK or the Shareholders or both may submit the dispute to arbitration effected by arbitrators selected as hereinafter provided and conducted in accordance with the rules, existing at the date of the submission, of the American Arbitration Association. In the event of any such arbitration, there shall be three arbitrators, one to be selected by NETWORK, one to be selected by the Shareholders, and one to be selected by the two arbitrators selected by the parties. If such arbitrators cannot agree on a third arbitrator, such third arbitrator shall be selected by the American Arb...