METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved as follows:
(a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "DISPUTE PERIOD") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.
(i) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Ind...
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.1 shall be asserted and resolved as follows:
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. 27 ARTICLE XIII MISCELLANEOUS.......................................................................... 31 Section 13.1 Fees and Expenses................................................... 31 Section 13.2 Brokerage........................................................... 31 Section 13.3 Counterparts........................................................ 31 Section 13.4 Entire Agreement.................................................... 31 Section 13.5 Survival; Severability.............................................. 31 Section 13.6 Title and Subtitles................................................. 31 Section 13.7 Reporting Entity for the Common Stock............................... 31 EXHIBIT 4.1 ----------- PRIVATE EQUITY LINE OF CREDIT AGREEMENT BY AND BETWEEN KINGSBRIDGE CAPITAL LIMITED AND SONIC SOLUTIONS DATED AS OF DECEMBER 31, 1997 This PRIVATE EQUITY LINE OF CREDIT AGREEMENT is entered into as of the 31st day of December, 1997 (this "Agreement"), by and between Kingsbridge Capital Limited (the "Investor"), an entity organized and existing under the laws of the British Virgin Islands, and Sonic Solutions, a corporation organized and existing under the laws of the State of California (the "Company").
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. 55 ARTICLE XIII Miscellaneous............................................................62 Section 13.1 Counterparts..................................................62 Section 13.2 Entire Agreement..............................................62 Section 13.3 Survival; Severability........................................62 Section 13.4 Title and Subtitles...........................................63 Section 13.5 Reporting Entity for the Common Stock.........................63 EXHIBITS EXHIBIT A Form of Warrant EXHIBIT B Form of Opinion of the Company's Independent Counsel EXHIBIT C Form Certificate of Executive Officer of the Company EXHIBIT D Form of Transfer Agent Instructions EXHIBIT E Form of Adjustment Period Notice 8 PRIVATE EQUITY LINE OF CREDIT AGREEMENT Between KINGSBRIDGE CAPITAL LIMITED And COMPRESSENT CORPORATION Dated as of December 3, 1997 PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of December 3, 1997 (the "Agreement"), between Kingsbridge Capital Limited (the "Investor"), an entity organized and existing under the laws of the British Virgin Islands, and Compressent Corporation. a corporation organized and existing under the laws of the State of Florida (the "Company").
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2 shall be asserted and resolved as follows:
(a) In the event any claim or demand in respect of which any person claiming indemnification under any provision of Section 9.2 (an "INDEMNIFIED PARTY") might seek indemnity under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a person other than a party hereto or an affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of Section 9.2 against any person (the "INDEMNIFYING PARTY"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "CLAIM NOTICE") with reasonable promptness to the Indemnifying
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.1 shall be asserted and resolved as follows:
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. Section 9.3. Arbitration.........................................
