Common use of Notice and Determination of Claims Clause in Contracts

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. If any Indemnitee believes that it has sustained or incurred any Losses that are indemnifiable under this Article X (a) If a Purchaser Group Member or Seller Group Member (“Claim”), such Indemnitee shall so notify the “Indemnified Party”) has a Indemnitor promptly in writing specifying the basis hereunder upon which the Indemnitee’s claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, or a good faith estimate of the amount, and the method of computation of the amount of such claimLosses, and a reference to the provision of this Agreement upon which such claim is based; providedall with reasonable particularity, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except case to the extent it shall have been materially prejudiced by such failure. To known (the extent that Losses are not capable of being calculated at the time of any “Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX”). For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party Indemnitee shall be entitled under this Article IX X shall be determined: (ia) by the written agreement between the Indemnified Party and the Indemnitor or Parties; (iib) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in accordance with Sections 11.12 and 11.13writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When . The Indemnitee shall have the burden of proof in establishing the amount of Losses suffered by such Indemnitee. A failure by an Indemnitee to give timely, complete or accurate notice as provided in this Section 10.5 or in Section 10.6 will not affect the rights or obligations of any determination of payment from the Escrowed Funds becomes final Party except and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver only to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to extent that the Party entitled to receive such portion notice was materially damaged or prejudiced as a result of the Escrowed Fundssuch failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise.

Notice and Determination of Claims. (a) a. If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXto be satisfied from the Indemnity Fund, such Indemnified Party Parent Group Member (individually or collectively, the "CLAIMING PARTY") shall give to notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Escrow Agent in writing (a “Claim Notice”the "CLAIM NOTICE") as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Shareholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known or ascertainableknown) the amount Loss or Expense, the method of computation of the amount of such claim, Loss or Expense and contain a reference to the provision provisions of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending which such Loss or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it Expense shall have been materially prejudiced occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by such failurea certificate from Parent confirming that the Claiming Party is a Parent Group Member. To the extent that Losses are not capable of being calculated at At the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving delivery of any Claim Notice pursuant heretoto the Escrow Agent, the amount a duplicate copy of indemnification to which an Indemnified Party such Claim Notice shall be entitled under this Article IX shall be determined: (i) delivered by the written agreement between Claiming Party to the Indemnified Party and Shareholder Representatives. b. Unless the Indemnitor or (ii) by a final judgment or decree Shareholder Representatives shall have delivered an Objection in accordance with Sections 11.12 and 11.13. The judgment Section 4(c), the Escrow Agent shall, on the twentieth day (or decree such earlier day as the Shareholder Representatives shall authorize in writing to the Escrow Agent) after receipt of a court shall be deemed final when Claim Notice with respect to indemnification for a specified amount, deliver to Parent, for its account or for the time for appealaccount of each Parent Group Member named in the Claim Notice, if anysuch portion of the Indemnity Fund, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedvalued in accordance with this Escrow Agreement, with a value equal to the specified amount. (c) When any determination c. Until the twentieth day following delivery of payment from a Claim Notice, either of the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and Shareholder Representatives may deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding objection (an "OBJECTION") to the Party entitled claim made in such Claim Notice. At the time of delivery of any Objection to the Escrow Agent, a duplicate copy of such Objection shall be delivered to the Claiming Party. d. Upon receipt of an Objection properly made, the Escrow Agent shall (i) deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Escrowed FundsIndemnity Fund, valued in accordance with this Escrow Agreement, with a value equal to that portion of the amount subject to the Claim Notice which is not disputed by the Shareholder Representatives (if any) and (ii) designate and segregate out of the Indemnity Fund a portion thereof, valued in accordance with the Escrow Agreement, with a value equal to the amount subject to the Claim Notice which is disputed by the Shareholder Representatives. Thereafter, the Escrow Agent shall not dispose of such segregated portion of the Indemnity Fund until the Escrow Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by Section 5, or the Escrow Agent shall have received a copy of the written agreement between the Claiming Party and the Shareholder Representatives resolving such dispute and setting forth the amount, if any, which such Claiming Party is entitled to receive. The Escrow Agent will deliver to Parent, for its account or for the account of each Parent Group Member entitled to payment, such portion of the Indemnity Fund, valued in accordance with the Escrow Agreement, with a value equal to the amount that the Claiming Party is entitled to receive as set forth in the arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Shareholder Representatives, promptly after the Escrow Agent's receipt of such agreement.

Notice and Determination of Claims. (a) If a 10.2.1 Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for seeking indemnification under this Article IX, such Indemnified Party hereunder shall give to the Party other party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent if then known or ascertainableknown) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such Legal Proceeding action or suit being a “Third Person Claim”) shall be given promptly after the Legal Proceeding action or suit is commencedcommenced and governed under Section 10.3; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) 10.2.2 After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX Section 10.1 shall be determined: paid within fifteen (15) days of receipt of the Claim Notice, unless the Indemnitor has given written notice to the Indemnified Party of an objection regarding the Claim Notice, in which case the claim for indemnification shall be resolved by (i) by the written agreement between the Indemnified Party and the Indemnitor or Indemnitor; (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment of any court of competent jurisdiction; or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (ciii) When by any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as other means to which such determination has become final the Indemnified Party and binding to the Party entitled to such portion of the Escrowed FundsIndemnitor shall agree.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IXLosses is to be made by any Indemnified Party that does not involve a third party, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a written notice in writing (a “Claim Notice”) as soon as practical describing to the Seller if the Claim Notice is being given by a Buyer Indemnified Party and to the Buyer if the Claim Notice is being given by an Seller Indemnified Party, in each case, within a reasonable time after such Indemnified Party becomes aware of any Losses for which indemnification may be sought under this Article 10. The Claim Notice shall specify in reasonable detail detail, to the facts giving rise extent reasonably known and practicable at such time, the amount of the claim and the basis for indemnification. The failure of any Indemnified Party to any give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice been timely given. If the applicable Indemnifying Parties notify the Indemnified Party that they do not dispute the claim for indemnification hereunder and shall include described in such Claim Notice or fail to respond within thirty (30) days following receipt of such Claim Notice, the Losses identified in the Claim Notice will be conclusively deemed a liability of the Indemnifying Party under Section 10.2 or Section 10.3, as applicable. If the applicable Indemnifying Parties dispute in writing their liability with respect to the extent then known or ascertainable) the amount such claim or the method of computation of the estimated amount of such claimLosses pursuant to this Section 10.5 within thirty (30) days following receipt of such Claim Notice, and a reference the parties shall attempt in good faith to the provision of this Agreement upon which resolve such claim is baseddispute; provided, that a Claim Notice in respect if such dispute has not been resolved within sixty (60) days following receipt of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, then the Indemnifying Party and the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree seek legal redress in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedArticle 11. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller Group Member (the “"Indemnified Party”) has a claim for indemnification under this Article IXPerson"), such Indemnified Party shall give to so notify the Party obligated party or parties required to provide indemnification to such Indemnified Party Person (the “Indemnitor”"Indemnitors") a notice promptly in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount or thereof, if known, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particu­larity and containing a reference to the provision provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement upon or Seller Ancillary Agreement in respect of which such claim is basedLoss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitors of their indemnification obligation under this Article VII except to the extent that such omission results in a Claim Notice failure of actual notice to the Indemnitors and such Indemnitors are materially damaged as a result of such failure to give notice. If any action at law or suit in respect of any pending or threatened Legal Proceeding equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being a “Third any Indemnified Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure intends to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of claim any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification liability or expense as Loss or Expense under this Article IX. For VII, such Indemnified Person shall promptly notify the avoidance Indemnitors of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references such action or suit as specified in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersSection 7.3. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VII shall be determined: (i) by the written agreement between the Indemnified Party Person and the Indemnitor or Indemnitors; (ii) by a final judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13the Indemnitors shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Person shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) Each claim for indemnification for any Losses may only be asserted on or prior to the applicable Survival Termination Date; provided, that as to any Losses for which a Claim Notice has been given in accordance with the requirements of this Article X on or prior to the applicable Survival Termination Date, the indemnification obligation hereunder shall continue until the liability to be satisfied, if any, shall have been finally resolved in accordance with this Article X. (b) If a Purchaser Group Member any Buyer Indemnitee or Seller Group Member (the “Indemnified Party”) has Indemnitee wishes to make a claim for indemnification under this Article IXX, such Indemnified Party Person (individually or collectively, the “Claiming Party”) shall give deliver a notice describing in reasonable detail the Loss and the method of computation of such Loss, and containing a reference to the Party obligated to provide indemnification to provisions of this Agreement in respect of which such Indemnified Party (the “Indemnitor”) a notice in writing Loss has occurred, (a “Claim Notice”) to Seller (in the case of a Claim Notice delivered by any Buyer Indemnitee) or to Holdings (in the case of a Claim Notice delivered by any Seller Indemnitee), as soon applicable (Seller or Holdings, as practical describing in reasonable detail applicable, the “Indemnifying Party”) promptly after becoming aware of such claim, and shall provide the Indemnifying Party with all material facts giving rise to any such claim for indemnification hereunder and shall include any other information with respect thereto as the Indemnifying Party may reasonably request, in such Claim Notice (each case only to the extent permitted by Law and then known available or ascertainable) the amount or the method of computation of the amount of such claim, and a reference known. The failure to the provision of this Agreement upon which such claim is based; provided, that promptly deliver a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve release the Indemnitor of Indemnifying Party from its obligations hereunder under this Article X, except to the extent it shall have been that the Indemnifying Party is materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination Until the twentieth (20th) Business Day following delivery of payment from a Claim Notice, a written, good faith objection (an “Objection”) to the Escrowed Funds becomes final claim made in such Claim Notice may be delivered by the Indemnifying Party to the Claiming Party. (d) With respect to Buyer Losses, if Seller elects not to or otherwise fails to deliver an Objection in accordance with Section 10.4(c) within twenty (20) Business Days after receipt of a Claim Notice with respect to indemnification for a specified amount of Buyer Losses, such claim specified in such Claim Notice shall be conclusively deemed a liability of Seller and binding hereunder (including under Section 2.3Seller shall deliver to Holdings, Section 2.4 and for its account or for the account of each Buyer Indemnitee named in such Claim Notice, an amount equal to the portion, if any, of Buyer Losses to be paid by Seller directly in accordance with this Article IX)X. (e) With respect to Seller Losses, Purchaser if Holdings elects not to or otherwise fails to deliver an Objection in accordance with Section 10.4(c) within twenty (20) Business Days after receipt of a Claim Notice with respect to indemnification for a specified amount of Seller Losses, such claim specified in such Claim Notice shall be conclusively deemed a liability of Holdings and Holdings or its designee shall deliver to Seller, for its account or for the account of each Seller agrees to promptly sign and deliver Indemnitee named in such Claim Notice, an amount equal to the Escrow Agent a written instruction Seller Losses to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.be paid by Holdings in accordance with this Article X.

Notice and Determination of Claims. If any party claiming indemnification (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified PartyIndemnitee”) believes that it has a claim sustained or incurred any Losses for indemnification under this Article IXwhich it may be entitled to indemnification, such Indemnified Party shall give to Indemnitee will so notify Seller Representative, if Sellers are the Party obligated to provide party against whom indemnification to such Indemnified Party is sought (the “Indemnitor”) a notice ), or Purchaser, if Purchaser is the Indemnitor, in writing (each, a “Claim Notice”) of any such claim (each, a “Claim”) within 30 days of learning of such potential Claim, reasonably describing the Claim, the amount thereof (if known or quantifiable) and specifying the basis thereof. The Seller Representative, on behalf of the Sellers, or the Purchaser, as soon applicable, will have the right to object to any Claim made pursuant to this Section 6.2(d) by delivering written notice of such objection (each, a “Claim Objection Notice”) to the other within thirty (30) days following the Seller Representative’s or the Purchaser’s, as practical describing applicable, receipt of a Claim Notice (such period, the “Claim Objection Period”). The Claim Objection Notice will specify in reasonable detail the facts giving rise basis for the Indemnitor’s objection to any claim for indemnification hereunder the Claim. If the Seller Representative, on behalf of the Sellers, or the Purchaser, as applicable, does not object to a Claim within the Claim Objection Period or the Seller Representative, on behalf of the Sellers, or the Purchaser, as applicable, notifies the Indemnitee that it does not dispute a Claim, then (a) the Indemnitor will be deemed to have accepted and shall include agreed to the Claim set forth in such the Claim Notice and will be precluded from raising any objection thereto after the Claim Objection Period, and (to the extent then known or ascertainableb) the amount or Indemnitee will be entitled to recover from the method of computation Indemnitor for any Losses of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor Indemnitee with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) Claim. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall a Person will be entitled under this Article IX shall ARTICLE VI will be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor a Final Determination; or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as other means to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Fundsparties agree in writing.

Notice and Determination of Claims. (a) If a Purchaser Group Member or any Seller Group Member (with respect to Section 9.3) believes that it has suffered or incurred any Loss or incurred any Expense, and any applicable dollar limitation specified by Section 9.3 has been exceeded, such Seller shall notify the Unitholders Representatives describing such Loss or Expense with enough detail as to allow the Unitholders Representatives to provide the information required by this Section 9.4. The Unitholders Representatives shall have the sole discretion and authority to determine whether to seek indemnification with respect to such Loss or Expense. (b) Other than those claims for indemnification hereunder resulting from or in connection with any claim, action, suit or legal proceeding by an unaffiliated third Person (which claims shall be governed by the terms of Section 9.5), if (i) any Purchaser Group Member (with respect to Section 9.2) believes that it has suffered or incurred any Loss or incurred any Expense, and the Purchaser Indemnification Threshold has been exceeded, such Purchaser Group Member shall so notify the Unitholders Representatives or (ii) the Unitholders Representatives have received notice pursuant to Section 9.4(a) hereof, Unitholders Representatives shall so notify Purchaser (the party providing such notice is referred to herein as the “Indemnified Requesting Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to ” and the Party party obligated to provide indemnification to such Indemnified Requesting Party (is referred to herein as the “Indemnitor”) (for purposes of clarity, if the Requesting Party is a Purchaser Group Member, the Unitholders Representatives shall be deemed the agent of the Indemnitors for purposes of this Article IX). Any notice given pursuant to this Section 9.4(b) shall be in writing and shall describe the applicable Loss or Expense, the amount thereof, if known, and the method of computation of such Loss or Expense, all with reasonable particularity and containing a reference to the provisions of this Agreement, any certificate delivered pursuant hereto or any Purchaser Ancillary Agreement or Seller Ancillary Agreement, as the case may be, in respect of which such Loss or Expense shall have occurred (each, a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based); provided, however, that a Claim Notice in respect of any pending or threatened Legal Proceeding the omission by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure Requesting Party to give such notice as provided herein shall not relieve the any Indemnitor of its obligations hereunder indemnification obligation under this Article IX, except to the extent it shall that such Indemnitor is materially prejudiced as a result of such failure to give notice; and provided further that, should any Claim Notice be given before the applicable dollar limitation(s) specified by Sections 9.2 or 9.3 have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Noticeexceeded, the Indemnified Party shall include in Loss or Expense detailed on such Claim Notice its shall not be payable until such time as such dollar limitation has been exceeded. The Requesting Party shall use commercially reasonable estimate of the maximum Losses that may result from such claim efforts to minimize and mitigate any Loss or Expense for which indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersis sought hereunder. (bc) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Requesting Party shall be entitled under this Article IX shall be determined: paid within fifteen (15) Business Days of receipt of the Claim Notice, unless the Indemnitor has given written notice of a dispute, in which case the claim for indemnification shall be made in accordance with (i) the dispute resolution procedures of Section 10.14; or (ii) by the written agreement between the Indemnified Requesting Party and the Indemnitor Indemnitor; or (iiiii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The of any court of competent jurisdiction (for purposes of this Section 9.4, the judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined); or (iv) by any other means to which the Requesting Party and the Indemnitor shall agree. The Requesting Party shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. If a Purchaser Group Member is the Requesting Party, the amount of indemnification to which such Purchaser Group Member is entitled, shall be paid in accordance with Section 9.6. (cd) When In calculating any determination Loss or Expense incurred by a Requesting Party, there shall be deducted any insurance proceeds actually recovered in respect thereof except to the extent of any retrospective or other related premium adjustment (and no right of subrogation shall accrue hereunder to any insurer). (e) Purchaser shall report each indemnification payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and received by a Purchaser Group Member pursuant to this Article IX)IX as a reduction in the Purchase Price, unless Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which determines in good faith that such determination has become final and binding to the Party entitled to such portion of the Escrowed Fundsreporting position is incorrect.

Notice and Determination of Claims. If there occurs an event which a Parent Indemnified Party (aa “Claiming Party”), asserts is an indemnifiable event pursuant to this Article V, the Claiming Party shall notify the Sellers (with copy to the Escrow Agent) If a Purchaser Group Member or Seller Group Member (the “Indemnified Notice Party”) has promptly. A notice of a claim will describe in reasonable detail the nature of the claim, including an estimate of the amount of Damages that have been or may be suffered or incurred by the Indemnified Party attributable to such claim (to the extent reasonably ascertainable at such time), the basis of the Claiming Party’s request for indemnification under this Article IX, such Indemnified Party shall give to Agreement and all information in the Party obligated to provide indemnification Claiming Party’s possession relating to such Indemnified claim. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Claiming Party will give such Notice Party prompt written notice of such claim or the commencement of such action or proceeding, but in any event within ten (the “Indemnitor”10) Business Days after receipt of such claim or notice or commencement of any such action or proceeding. Such notice shall be a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise condition precedent to any claim for indemnification hereunder and shall include in such Claim Notice (obligation to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is basedindemnify hereunder; provided, however, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such provide prompt notice shall as provided herein will not relieve eliminate the Indemnitor of its obligations right to indemnification hereunder except to the extent that such failure prejudices the Notice Party hereunder. In case any such third party action shall be brought against any Claiming Party and it shall have been materially prejudiced by such failure. To notify the Notice Party of the commencement thereof, the Notice Party, shall be entitled to participate therein and, to the extent that Losses are not capable of being calculated at the time of any Claim Noticeit shall wish, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor and solely with respect to claims involving monetary damages, to assume the defense thereof, with counsel reasonably satisfactory to the Claiming Party and, after notice from the Notice Party to the Claiming Party of such election so to assume the defense thereof, the Claiming Party shall not be entitled to be indemnified for any indemnification legal expenses of other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. The Claiming Party agrees to cooperate fully with the Notice Party and its counsel in the defense against any such asserted liability. The Claiming Party shall have the right to participate at its own expense in the defense of such asserted liability. No Notice Party shall consent to the entry of any judgment or enter into any settlement without the consent of the Claiming Party (A) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Claiming Party of a release from all liability in respect to such claim, all references (B) if such judgment or settlement would result in this Article IX to the finding or admission of any agreementviolation of Law, acknowledgment, election, decision, consent, conduct, control or (C) if as a result of such consent or settlement injunctive or other act or omission of such Indemnitor means equitable relief would be imposed against the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersClaiming Party. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser any Buyer Group Member or any Seller believes that it has suffered or incurred any Loss or incurred any Expense, such Buyer Group Member or Seller Group Member (the “"Indemnified Party”) has a claim for indemnification under this Article IXPerson"), such Indemnified Party shall give to so notify the Party obligated party or parties required to provide indemnification to such Indemnified Party Person (the “Indemnitor”"Indemnitors") a notice promptly in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount or thereof, if known, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particularity and containing a reference to the provision provisions of this Agreement, any certificate delivered pursuant hereto or any Buyer Ancillary Agreement, Company Ancillary Agreement upon or Seller Ancillary Agreement in respect of which such claim is basedLoss or Expense shall have occurred ("Claim Notice"); provided, however, that the omission by the Indemnified Person to give notice as provided herein shall not relieve the Indemnitors of their indemnification obligation under this Article VII except to the extent that such omission results in a Claim Notice failure of actual notice to the Indemnitors and such Indemnitors are materially damaged as a result of such failure to give notice. If any action at law or suit in respect of any pending or threatened Legal Proceeding equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being a “Third any Indemnified Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure intends to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of claim any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification liability or expense as Loss or Expense under this Article IX. For VII, such Indemnified Person shall promptly notify the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission Indemnitors of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control action or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers.suit as specified in this (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VII shall be determined: (i) by the written agreement between the Indemnified Party Person and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.Indemnitors;

Notice and Determination of Claims. An Indemnified Party seeking indemnification hereunder, whether or not the applicable dollar amount limitations specified in Section 8.5 have been exceeded, shall promptly notify the Purchaser or the Seller, as the case may be, (a) If a Purchaser Group Member or Seller Group Member (sometimes referred to in this Article VII as the “Indemnified Indemnifying Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a the “Claim Notice”) as soon as practical describing of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 8.4 shall describe in reasonable detail the facts giving rise to any claim for and circumstances on which the asserted indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification Claim if then ascertainable and, and a reference if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party and the Indemnifying Party shall include first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the date of receipt of a request for such negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party and the Indemnified Party who have authorization to resolve such disputed Claim. In the event the Indemnifying Party and the Indemnified Party cannot negotiate a written resolution to such disputed Claim during such sixty (60) day negotiation period, the disputed Claim will be resolved in accordance with this Agreement. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligations under this Article IX. For VIII except to the avoidance of doubtextent, if the Sellers collectively are the Indemnitor with respect to any indemnification claimat all, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of that such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Indemnifying Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedmaterially prejudiced thereby and except as set forth in Section 8.5(a). (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. An Indemnified Party seeking indemnification hereunder, whether or not the applicable dollar amount limitations specified in Section 8.4 have been exceeded, shall promptly notify Seller (a) If a Purchaser Group Member or Seller Group Member (sometimes referred to in this Article VII as the “Indemnified Indemnifying Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a the “Claim Notice”) as soon as practical describing of any claim, action, suit, proceeding, demand or breach (collectively, a “Claim”) with respect to which the Indemnified Party claims indemnification hereunder. Any Claim Notice delivered under this Section 8.3 shall describe in reasonable detail the facts giving rise to any and circumstances on which the asserted indemnification claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of is based, specify the amount of such claimindemnification claim if then ascertainable and, and a reference if not then ascertainable, the estimated amount thereof, shall specify the basis for indemnification pursuant to this Agreement. After receipt of the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party and the Indemnifying Party shall include first attempt to negotiate in good faith a written resolution of such disputed Claim within a period not to exceed sixty (60) days from the date of receipt of a request for such negotiation. Such negotiations shall be conducted by officers of each of the Indemnifying Party and the Indemnified Party who have authorization to resolve such disputed claim. In the event the Indemnifying Party and the Indemnified Party cannot negotiate a written resolution to such disputed claim during such sixty (60) day negotiation period, the disputed Claim will be resolved in accordance with this Agreement. A failure by the Indemnified Party to deliver a Claim Notice shall not relieve the Indemnifying Party of its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligations under this Article IX. For VIII except to the avoidance of doubtextent, if the Sellers collectively are the Indemnitor with respect to any indemnification claimat all, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of that such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Indemnifying Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedmaterially prejudiced thereby and except as set forth in Section 8.4(a). (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member A party seeking indemnification under Section 10.2 (the “Indemnified Party”) may make claims for indemnification hereunder by promptly giving written notice thereof to the party against whom indemnity is sought (the “Indemnifying Party”). If indemnification is sought for a claim or liability asserted by a third party (a “Third Party Claim”), the Indemnified Party shall also give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted; provided that no delay on the part of the Indemnified Party to provide such notice shall relieve or otherwise affect the obligation of the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has a been materially prejudiced thereby. Such notice shall in good faith summarize the bases for the claim for indemnification under this Article IXdescribing the Damages, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then amount thereof, if known or ascertainable) the amount or quantifiable, and the method of computation of the amount of such claimDamages, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon which such claim is based; providedAgreement, that a Claim Notice any certificate or other agreement delivered pursuant hereto in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it Damages shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersoccurred. (b) After Within fourteen (14) days after receiving notice (in the giving case of any Claim Notice pursuant heretoa claim other than a Third Party Claim), the Indemnifying Party shall give written notice to the Indemnified Party stating whether it in good faith disputes the claim for indemnification. The amount of indemnification to which an Indemnified Party shall be entitled under this Article IX Section 10 shall be determined: determined (i) by the written agreement between of the Indemnified Party and the Indemnitor or Indemnifying Party, (ii) by a final judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction, or (iii) by any other means to which the Indemnified Party and 11.13the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If any Parent Indemnitee or Company Indemnitee (each, an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to Section 7.1 , prior to the Closing, from the Company, with respect to a Purchaser Group Member Parent Indemnitee, or Seller Group Member from Parent, with respect to a Company Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, 50 such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced fifteen (15) Business Days following their receipt of such notice either (i) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such failureIndemnitee in respect of such claim. To If no such agreement can be reached after good faith negotiation, either Indemnitee or the Indemnitor may, by written notice to the other demand arbitration (the "Demand") of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Indemnitee and the Indemnitor shall each select one arbitrator within fifteen (15) Business Days following the Demand, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) Business Days thereafter, each of which arbitrators shall be independent. In the event that either Indemnitee or the Indemnitor fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any such arbitrators that have not been so appointed shall be appointed by the American Arbitration Association following written request of either Indemnitee or the Indemnitor. The arbitrators shall set a limited time period (not to exceed 90 days) and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the same extent as a competent court of law or equity, should the arbitrators determine that Losses are not capable discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of being calculated at a majority of the time three arbitrators as to the validity and amount of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding and conclusive upon each the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the Sellersaward, judgment, decree or order awarded by the arbitrators. (b) After Judgment upon any award rendered by the giving arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Alameda County, California under the rules then in effect of the Judicial Arbitration and Mediation Services, Inc. For purposes of this Section 7.2(b), in any Claim Notice pursuant hereto, arbitration hereunder in which any claim or the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court thereof is at issue, Indemnitee shall be deemed final when to be the time for appealNon-Prevailing Party in the event that the arbitrators award Indemnitee less than the sum of one-half (1/2) of the disputed amount; otherwise, if anythe Indemnitor shall be deemed to be the "Non-Prevailing Party." The "Non-Prevailing Party" to an arbitration shall pay its own expenses, shall have expired the fees of each arbitrator, the 51 administrative costs of the arbitration, and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final expenses, including reasonable attorneys' fees and binding hereunder (including under Section 2.3costs, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver incurred by the other party to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Fundsarbitration.

Notice and Determination of Claims. (a) 8.4.1. If a Purchaser Group Member any Buyer Indemnitee or Seller Group Member (the “Indemnified Party”) has Indemnitee seeking indemnification wishes to make a claim for indemnification under this Article IXSection 8.2 or Section 8.3 hereof, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party Buyer Indemnitee(s) or Seller Indemnitee(s) (individually or collectively, the “IndemnitorClaiming Party”) a shall deliver notice in writing (a “Claim Notice”) in respect thereof to the Holder Representative, on behalf of the Shareholders, or to Buyer, as soon applicable (the Shareholders, or Buyer, as practical describing in reasonable detail applicable, the “Indemnifying Party”) as promptly as possible after becoming aware of such claim, and shall provide the Indemnifying Party with the facts giving rise to any such claim for indemnification hereunder and shall include in such Claim Notice (any other information with respect thereto as the Indemnifying Party may reasonably request. The failure to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that deliver a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice Notice, however, shall not relieve release the Indemnitor Indemnifying Party from any of its obligations hereunder under this A 3063972 41 rticle VIII except to the extent it shall have been that the Indemnifying Party is materially prejudiced by such failure. To The Claim Notice shall describe in reasonable detail the extent Loss and the method of computation of such Loss, and contain a reference to the provisions of this Agreement in respect of which such Loss shall have occurred. The Indemnifying Party shall not be entitled to require that Losses are not capable of being calculated at any action be made or brought against any other Person before any action is brought or claim is made against it hereunder by the Claiming Party. At the time of any delivery of a Claim NoticeNotice to the Holder Representative (with respect to Buyer Losses), the Indemnified Party shall include in a duplicate copy of such Claim Notice its reasonable estimate of shall be delivered by the maximum Losses Claiming Party to the Escrow Agent, and if the Claiming Party is not or does not include Buyer, such Claim Notice must be accompanied by a certificate from Buyer confirming that may result from such claim for indemnification under this Article IXeach Claiming Party is a Buyer Indemnitee. For the avoidance of doubt, if in each case where the Sellers collectively are Claiming Party or the Indemnitor Indemnifying Party is, collectively, the Shareholders, then in each such case all references to such Claiming Party or Indemnifying Party, as the case may be, in this Article VIII shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to the Holder Representative acting on behalf of such Claiming Party or Indemnifying Party, as applicable. The Claiming Party shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Claiming Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing, at reasonable times and upon reasonable notice and without undue interruption to the Claiming Party’s business or personnel, access to and copies of information, records and documents relating to such matters and access to the Claiming Party’s personnel. The Indemnifying Party shall bear all of the out-of-pocket costs and expenses reasonably incurred by the Claiming Party in connection with determining the validity of any claim for indemnity by the Claiming Party and in otherwise resolving such matters, including providing such books and records, information or personnel. 8.4.2. Until the thirtieth (30th) day following delivery of a Claim Notice, a written objection (an “Objection”) to the claim made in such Claim Notice may be delivered by the Indemnifying Party to the Claiming Party. At the time of delivery of any Objection to a Buyer Indemnitee (with respect to any indemnification claimBuyer Losses), all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission a duplicate copy of such Indemnitor means Objection shall be delivered to the agreementEscrow Agent. 8.4.3. With respect to Buyer Losses, acknowledgmentunless the Holder Representative shall have delivered an Objection in accordance with Section 8.4.2, electionthe Escrow Agent shall, decisionon the thirtieth (30th) day (or such earlier day as the Holder Representative shall authorize in writing to the Escrow Agent) after receipt of a Claim Notice with respect to indemnification for a specified amount of Buyer Losses, consentdeliver to Buyer, conductfor its account or for the account of each Buyer Indemnitee named in such Claim Notice, control or other act or omission an amount equal to the specified amount of the Required SellersBuyer Losses, which amount shall be binding upon each paid from the Indemnity Escrow Account. With respect to Seller Losses, unless Buyer shall have delivered an Objection in accordance with Section 8.4.2, on the thirtieth (30th) day (or such earlier day as Buyer may elect in its sole discretion) after receipt of the Sellers. (b) After the giving of any a Claim Notice pursuant heretowith respect to indemnification for a specified amount of Seller Losses, Buyer shall deliver to the Payments Administrator for further distribution to each Seller Indemnitee named in such Claim Notice, an amount equal to the specified amount of Seller Losses. 3063972 42 8.4.4. With respect to Buyer Losses, upon receipt of an Objection properly made by the Holder Representative, the amount of indemnification to which an Indemnified Party Escrow Agent shall be entitled under this Article IX shall be determined: (i) deliver to Buyer, for its account or for the account of each Buyer Indemnitee named in the applicable Claim Notice, funds in the Indemnity Escrow Account equal to that portion of the amount subject to such Claim Notice, if any, which is not disputed by the Holder Representative and (ii) designate and segregate out such portion of the funds in the Indemnity Escrow Account equal to the amount subject to such Claim Notice which is disputed by the Holder Representative. Thereafter, the Escrow Agent shall not dispose of such segregated funds from the Indemnity Escrow Account until the Escrow Agent shall have received a copy of the final decision of a court of competent jurisdiction as contemplated by Section 8.5 hereof or the Escrow Agent shall have received a copy of the written agreement between the Indemnified Claiming Party and the Indemnitor Holder Representative resolving such dispute in whole or (ii) by a final judgment or decree in accordance with Sections 11.12 part and 11.13. The judgment or decree of a court shall be deemed final when setting forth the time for appealamount, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees which such Claiming Party is entitled to promptly sign and receive. The Escrow Agent will deliver to Buyer, for its account or for the account of each Buyer Indemnitee entitled to payment, funds in the Indemnity Escrow Account equal to the amount that the Claiming Party is entitled to receive as set forth in the final decision promptly after the Escrow Agent a written instruction to release any portion Agent’s receipt of such decision or, in the Escrowed Funds as event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Holder Representative promptly after the Escrow Agent’s receipt of such determination has become final and binding to the Party entitled to such portion of the Escrowed Fundsagreement.

Notice and Determination of Claims. (a) If a Purchaser any Buyer Group Member believes that it has suffered or Seller incurred any Loss or incurred any Expense, such Buyer Group Member (the “"Indemnified Party”) has a claim for indemnification under this Article IXPerson"), such Indemnified Party shall give to so notify the Party parties obligated to provide ------------------- indemnification to such Indemnified Party Person (the “"Indemnitor”") a notice promptly in ---------- writing (a “the "Claim Notice”") as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount or ------------ thereof, if known, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particularity and containing a reference to the provision provisions of this Agreement, any certificate delivered pursuant hereto or any Company Ancillary Agreement upon or Stockholder Ancillary Agreement in respect of which such claim is basedLoss or Expense shall have occurred; provided, however, that a Claim Notice in respect of any pending or threatened Legal Proceeding the omission by or against a third the -------- ------- Indemnified Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice as provided herein shall not relieve the Indemnitor of its obligations hereunder indemnification obligation under this Article X except to the extent it shall have been materially prejudiced by such failure. To the --------- extent that Losses are not capable such omission results in a failure of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are actual notice to the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission and such Indemnitor is materially damaged as a result of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellersfailure to give notice. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX X shall be determined: (i) by the written agreement between the --------- Indemnified Party Person and the Indemnitor or Indemnitor; (ii) by a final judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Person shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. (c) When If there shall be any determination conflicts between the provisions of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IXX and Section 11(c) (relating to Tax contests), Purchaser and each Seller agrees the provisions of --------- ------------- Section 11.1 (c) shall control with respect to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.Tax contests. ---------------

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (incurred any Damages, whether or not the “Indemnified Party”) applicable dollar limitation specified by ‎Article IX has a claim for indemnification under this Article IXbeen exceeded, such Indemnified Party shall give to so notify the Indemnifying Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in describing such Claim Notice (to the extent then known or ascertainable) Damages, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of the amount of such claimDamages, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except all with reasonable particularity to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IXthen known. For the avoidance of doubt, if all Damages caused by, arising out of, or resulting from the Sellers collectively are facts and circumstances set forth in a Claim Notice shall be deemed reported at the Indemnitor with respect time such Claim Notice was first delivered to any indemnification claimthe Indemnifying Party, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control regardless of whether such Damages were known or other act or omission knowable at the time of such Indemnitor means delivery or whether or not all or any portion of such Damages had yet been sustained by the agreementIndemnified Party. Subject to the terms hereof, acknowledgmentthe Indemnifying Party shall, election, decision, consent, conduct, control or other act or omission within 30 days of the Required Sellers, which shall be binding upon each receipt of the Sellers. (b) After the giving of any a Claim Notice pursuant heretoto this Section 9.6, either settle the amount of any valid claim, or, if the Indemnifying Party does not agree to the amount of Damages claimed by the Indemnified Party, deliver written notice to the Indemnified Party disputing such claim in whole or in part. In the event of any such dispute, the amount of indemnification to which an Indemnified Party a person shall be entitled under this Article ‎Article IX shall be determined: (ia) by the written agreement between the Indemnified Party and the Indemnitor or parties; (iib) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the parties shall agree in accordance with Sections 11.12 and 11.13writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder . A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this ‎Article IX (including under pursuant to this Section 2.3, 9.5 and Section 2.4 9.6) will not affect the rights or obligations of any party hereunder except and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver only to the Escrow Agent extent that, as a written instruction result of such failure, any party entitled to release receive such notice was actually and materially prejudiced as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. For purposes of this ‎Article IX, the Equityholder Representative has the full, and sole and exclusive, authority to act, and shall act, on behalf of any portion Equityholder as either an Indemnifying Party or the Indemnified Party. Without limiting the foregoing, any notice that a Purchaser Indemnitee shall be required to give to any Equityholder shall be satisfied by the delivery of notice by the Escrowed Funds as to which such determination has become final and binding Purchaser Indemnitee to the Party entitled to such portion of the Escrowed FundsEquityholder Representative.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for of indemnification under this Article IXfrom the Escrow Fund, such Indemnified Party Parent shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Escrow Agent in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. Any Claim Notice shall (i) describe (in reasonable detail and in good faith to the extent then known or ascertainableknown) the amount Losses or Expenses in connection therewith and the method of computation of the amount of such claim, claim and (ii) contain a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided. The Escrow Agent shall, that on the 20th business day after receipt of a Claim Notice Notice, pay or deliver to Parent, for its account or the account of each Parent Group Member named in respect of any pending the Claim Notice, the Escrow Fund or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) portion thereof specified in the Claim Notice. Payment shall be given promptly after delivered as specified in the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve Claim Notice. (b) Following the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time Escrow Agent’s receipt of any Claim Notice, the Indemnified Party shall include in a duplicate copy of such Claim Notice its reasonable estimate shall be delivered to the Stockholders’ Representatives in accordance with the Escrow Agreement. Notwithstanding the provisions of Section 11.4(a), the Escrow Agent shall not make any payment of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor Escrow Fund or any portion thereof with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission a Claim Notice if during the 20 business days after the Escrow Agent’s receipt of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission Claim Notice at least two of the Required Sellersthree Stockholders’ Representatives (or one, which if there shall be binding upon each only one Stockholders’ ** Portions of the SellersExhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Representative left) shall have delivered to the Escrow Agent, with a copy to Parent, a written objection to the claim made in the Claim Notice (an “Objection”). (bc) After the giving Upon receipt of any Claim Notice an Objection pursuant heretoto this Agreement, the amount of indemnification to which an Indemnified Party Escrow Agent shall be entitled under this Article IX shall be determined: (i) deliver to Parent, for its account or the account of each Parent Group Member named in the Claim Notice, cash out of the Escrow Fund, in an amount equal to that portion, if any, of the claim which is not disputed by at least two of the written agreement between three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left) (with such undisputed amount, if any, being set forth in the Indemnified Party Objection) and the Indemnitor or (ii) designate and segregate out of the Escrow Fund the amount subject to the claim which is disputed by at least two of the three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left). Thereafter, the Escrow Agent shall not dispose of that remaining portion of the Escrow Fund subject to the Claim Notice until the Escrow Agent shall have received from Parent or at least two of the three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left) a certified copy of a final judgment or decree of a court of competent jurisdiction with respect to the claim set forth in accordance the Claim Notice, or the Escrow Agent shall have received a copy of a written agreement between Parent and at least two of the three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left) resolving such dispute and setting forth the amount, if any, of the claim which such Parent Group Member is entitled to receive. The Escrow Agent will pay Parent, for its account or the account of each Parent Group Member named in the Claim Notice, out of the Escrow Fund the amount that the Parent Group Member is entitled to receive as set forth in such judgment or decree after the expiration of 10 days from the receipt of such judgment or decree or, in the event that the amount to which the Parent Group Member is entitled is established pursuant to an agreement between Parent and at least two of the three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left), as soon as possible after the Escrow Agent’s receipt of such agreement. Copies of any written agreement between at least two of the three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left) and Parent confirming that the Parent Group Member is entitled to a portion but not all of the amount claimed by Parent may be filed by Parent with Sections 11.12 the Escrow Agent, with the effect set forth in the preceding sentence as to the agreed amount, but no such agreement or filing thereof shall operate as a waiver of the Parent Group Member’s rights as to the disputed amount, including its right to recover the same, and 11.13any final judgment or decree of a court of competent jurisdiction that the Parent Group Member is entitled to receive the disputed amount may be filed with the Escrow Agent and shall, when filed with the Escrow Agent, be acted on as set forth above. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final . Subject to Sections 14.10, 14.11 and binding hereunder (including under Section 2.314.12, Section 2.4 if Parent and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion at least two of the Escrowed Funds as three Stockholders’ Representatives (or one, if there shall be only one Stockholders’ Representative left) do not resolve a dispute regarding a claim within 30 days after the delivery of an Objection, either party may submit the dispute to which such determination has become final and binding to the Party entitled to such portion a court of the Escrowed Fundscompetent jurisdiction for resolution.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Person reasonably believes in good faith that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim for indemnification incurred, or is reasonably likely to sustain or incur, any Losses that are recoverable under this Article IXXI (a “Claim”), such Indemnified Person shall so notify the Indemnifying Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice promptly in writing (a “specifying the basis hereunder upon which the Indemnified Person’s Claim Notice”) as soon as practical describing in reasonable detail for indemnification is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Losses, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity (the amount “Claim Notice”). The applicable Indemnified Person shall provide the Indemnifying Party with full access to the applicable Indemnified Person’s books and records during normal business hours and upon reasonable prior written notice for the purpose of allowing the Indemnifying Party a reasonable opportunity to verify any such claimClaim and shall make such Indemnified Person’s personnel available on a mutually convenient basis, and a reference at no additional expense to the provision of this Agreement upon which such claim is based; providedIndemnifying Party, that a Claim Notice in respect to provide additional information and explanation of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; material provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failurehereunder. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party a Person shall be entitled under this Article IX XI shall be determined: (ia) by the written agreement between the Indemnified Party and the Indemnitor or Parties; (iib) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Parties shall agree in accordance with Sections 11.12 and 11.13writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When . The Indemnified Person shall have the burden of proof in establishing the amount of Losses suffered by it. A failure by an Indemnified Person to give timely, complete or accurate notice as provided in this Section 11.6 will not affect the rights or obligations of any determination of payment from the Escrowed Funds becomes final Party hereunder except and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver only to the Escrow Agent extent that, as a written instruction to release result of such failure, any portion of the Escrowed Funds as to which such determination has become final and binding to the Party party entitled to receive such portion notice was actually damaged as a result of the Escrowed Fundssuch failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXto be satisfied from the Indemnity Fund, such Indemnified Party Parent Group Member (individually or collectively, the "Claiming Party") shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Indemnity Agent in writing (a “the "Claim Notice”") as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known or ascertainableknown) the amount Loss or Expense and the method of computation of the amount of such claim, Loss or Expense and contain a reference to the provision provisions of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending which such Loss or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it Expense shall have been materially prejudiced occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by such failurea certificate from Parent confirming that the Claiming Party is a Parent Group Member. To the extent that Losses are not capable of being calculated at At the time of delivery of any Claim NoticeNotice to the Indemnity Agent, the Indemnified Party shall include in a duplicate copy of such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of delivered by the SellersClaiming Party to the Stockholder Representatives. (b) After Unless the giving Stockholder Representatives shall have delivered an Objection in accordance with Section 8.4(c), the Indemnity Agent shall, on the twentieth day (or such earlier day as the Stockholder Representatives shall authorize in writing to the Indemnity Agent) after receipt of a Claim Notice with respect to indemnification for a specified amount, deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the specified amount. (c) Until the twentieth (20/th/) day following delivery of a Claim Notice, the Stockholder Representatives may deliver to the Indemnity Agent a written objection (an "Objection") to the claim made in such Claim Notice. At the time of delivery of any Claim Notice pursuant heretoObjection to the Indemnity Agent, a duplicate copy of such Objection shall be delivered to the Claiming Party. (d) Upon receipt of an Objection properly made, the amount of indemnification to which an Indemnified Party Indemnity Agent shall be entitled under this Article IX shall be determined: (i) deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to that portion of the amount subject to the Claim Notice, if any, which is not disputed by the Stockholder Representatives and (ii) designate on its records out of the Indemnity Fund a portion thereof, valued in accordance with the Indemnity Agreement, with a value equal to the amount subject to the Claim Notice which is disputed by the Stockholder Representatives. Thereafter, the Indemnity Agent shall not dispose of such designated portion of the Indemnity Fund until the Indemnity Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by Section 8.5, or the Indemnity Agent shall have received a copy of the written agreement between the Indemnified Claiming Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 Stockholder Representatives resolving such dispute and 11.13. The judgment or decree of a court shall be deemed final when setting forth the time for appealamount, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees which such Claiming Party is entitled to promptly sign and receive. The Indemnity Agent will deliver to Parent, for its account or for the Escrow Agent a written instruction to release any portion account of the Escrowed Funds as to which such determination has become final and binding to the Party each Parent Group Member entitled to payment, such portion of the Escrowed FundsIndemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the amount that the Claiming Party is entitled to receive as set forth in the arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Stockholder Representatives, promptly after the Indemnity Agent's receipt of such agreement.

Notice and Determination of Claims. (a) If a Purchaser Parent Group Member or a Seller Group Member believes that it has suffered or incurred any Claim for which indemnity may be sought under this Article VI, such Parent Group Member or Shareholder Group Member, as the case may be (the “Indemnified PartyPerson”) has a claim for indemnification under this Article IX), such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party promptly so notify (the “Indemnitor”) a notice in writing (a “Claim Notice”) Seller and the Seller Parties or Parent, as soon as practical the case may be (the “Indemnifying Person”), in writing describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) Claim, the amount or thereof, if known, and the method of computation of the amount of such claimClaim, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of which such Claim shall have occurred. The failure by the Indemnified Person to promptly give notice as provided herein shall not relieve any pending indemnification obligation under this Article VI except to the extent that the Indemnifying Person is materially and directly damaged as a result of such failure to give notice. If any action at law or threatened Legal Proceeding suit in equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being any Indemnified Person intends to claim any liability or expense as a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For VI, such Indemnified Person shall promptly notify the avoidance Indemnifying Person in writing of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references such action or suit as specified in this Article IX Section 6.3. The Indemnified Person shall use reasonable efforts to minimize any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, Claim for which shall be binding upon each of the Sellersindemnification is sought hereunder. (b) After Within 15 calendar days after the giving of Indemnified Person has delivered any Claim Notice pursuant heretohereto the Indemnifying Person shall notify the Indemnified Person in writing whether or not the Claim, or the amount thereof, is disputed. If such notice states that the Claim and the amount are not disputed, or the Indemnifying Person fails to deliver any such notice within such 15 calendar day period, the Claim shall be deemed to be in compliance with this Article VI, and shall be immediately forwarded to the Indemnifying Party for payment as set forth in the Claim Notice. If a Claim or the amount thereof is disputed, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor Person; or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court arbitration pursuant to Section 7.9; provided, however that no party shall be deemed final when initiate arbitration until 30 calendar days have passed from the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedthe Indemnifying Person delivered notice that it disputed the Claim Notice pursuant to this Section 6.3(b). (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller any Shareholder Group Member believes that it has suffered or incurred any Loss or incurred any Expense, such Parent Group Member or Shareholder Group Member, as the case may be (the “Indemnified PartyPerson”) has a claim for indemnification under this Article IX), such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party so notify (the “Indemnitor”) a notice in writing (a “Claim Notice”) the Shareholder Representative or Parent, as soon as practical the case may be, promptly in writing describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known Loss or ascertainable) Expense, the amount or thereof, if known, and the method of computation of the amount of such claimLoss or Expense, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon in respect of which such Loss or Expense shall have occurred, and shall also indicate, if applicable, whether such claim is based; providedpayable from the Indemnity Fund, and if so from which Individual Escrow Accounts thereof (as defined in the Escrow Agreement), or by the Parent, the Shareholders or the DolEx Class B Shareholders. The omission by the Indemnified Person to give notice as provided herein shall not relieve any indemnification obligation under this Article X except to the extent that such omission results in a Claim Notice failure of actual notice to Parent or the Shareholder Representative, as the case may be, and Parent or the holders of Company Shares immediately prior to the Effective Time, as the case may be, are damaged as a result of such failure to give notice. If any action at law or suit in respect of any pending or threatened Legal Proceeding equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being any Indemnified Person intends to claim any liability or expense as a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification Loss or Expense under this Article IX. For X, such Indemnified Person shall promptly notify Parent or the avoidance Shareholder Representative, as the case may be, of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references such action or suit as specified in this Article IX Section 10.10. The Indemnified Person shall use reasonable efforts to minimize any agreement, acknowledgment, election, decision, consent, conduct, control Loss or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, Expense for which shall be binding upon each of the Sellersindemnification is sought hereunder. (b) After Within fifteen (15) calendar days after the giving of Indemnified Person has delivered any Claim Notice pursuant hereto, the Parent or the Shareholder Representative, as applicable, shall notify the other party in writing whether or not the claim or the amount thereof, is disputed. If such notice states that the claim and the amount are not disputed, or if the Parent or the Shareholder Representative, as applicable, fails to deliver any such notice within the required time period, the claim shall be deemed to be in compliance with this Article X, and shall be immediately forwarded to the Escrow Agent, the Parent, the Shareholders and/or the DolEx Class B Shareholders, as applicable, for payment, as set forth in the Claim Notice. If a claim or the amount thereof is disputed, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX X shall be determined: (i) by the written agreement between the Indemnified Party Person, on the one hand, and Parent or the Indemnitor or Shareholder Representative, as the case may be, on the other hand; (ii) by a final unappealable judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13Parent or the Shareholder Representative, as the case may be, shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Person shall have the burden of proof in establishing the amount of Loss and Expense suffered by it. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for indemnification under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined11. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member (the “any Indemnified Party”) has Party wishes to make a claim for indemnification under pursuant to this Article IXX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (individually or collectively, the “IndemnitorClaiming Party”) a notice shall so notify the Stockholder Representative and (if the Claiming Party is not the Parent) the Parent in writing (a the “Claim Notice”) as soon as practical describing ). The Claim Notice shall set forth in reasonable detail (i) the facts and circumstances giving rise to any such claim for indemnification hereunder indemnification, including the section(s) reference of this Article X pursuant to which the Damages claim arose, (ii) the nature of the Damage incurred or expected to be incurred, and shall include in such Claim Notice (iii) the amount of Damages actually incurred, to the extent then known (the “Known Claimed Amount”) and, to the extent the Damages have not yet been incurred or ascertainable) the amount are not yet known or the method of computation quantifiable, an estimate of the amount of such claimDamages that could reasonably be expected to be incurred (the “Estimated Claimed Amount” and, and a reference to together with the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim NoticeKnown Claimed Amount, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers“Claimed Amount”). (b) After The Stockholder Representative may in good faith, at any time on or before the giving twentieth business day following its receipt of any a Claim Notice pursuant hereto(the “Objection Period”), object to the claim made in such Claim Notice by delivering written notice to Parent, the Escrow Agent and (if the Claiming Party is not the Parent) the Claiming Party (a “Claim Objection”). The Claim Objection shall set forth in reasonable detail the good faith reasons for the objection to such claim for indemnification, and the amount of indemnification to any Claimed Amount which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedis disputed. (c) When If Parent does not receive a Claim Objection in respect of any determination of payment from Claim Notice in accordance with Section 10.03(b): (i) to the Escrowed Funds becomes final and binding hereunder (including under Section 2.3extent there are funds remaining in the Escrow Account for the matters covered by the Claim Notice, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Parent may instruct the Escrow Agent to disburse the Claimed Amount from the Escrow Account to the Claiming Party; and (ii) if all of the funds in the Escrow Account have been disbursed in accordance with this Agreement or the funds remaining in the Escrow Account are not sufficient to pay the Claimed Amount in full, the Parent may exercise its Set-off Right with respect to such Claimed Amount or any portion thereof that was not paid out of the Escrow Account, and deduct such amount from the next payment of the Contingent Merger Consideration due hereunder or any other payment that may thereafter become due from the Company hereunder or under any other Company Ancillary Agreement (it being understood in either case that the Claiming Party shall retain the right to make one or more additional claims for indemnification hereunder in respect of any Estimated Claimed Amount if the actual amount of Damages incurred by such Claiming Party in respect thereof exceed the Estimated Claimed Amount). (d) If Parent receives a written instruction Claim Objection in respect of any Claim Notice in accordance with Section 10.03(b), Parent (i) may instruct the Escrow Agent to release any disburse from the Escrow Account and (if the Escrow Account no longer exists or the funds remaining in the Escrow Account are not sufficient to pay the Claimed Amount in full) exercise its Set-off Right with respect to the portion of the Escrowed Funds Claimed Amount not being disputed, if any (it being understood that the Claiming Party shall retain the right to make one or more additional claims for indemnification hereunder in respect of any Estimated Claimed Amount not disputed if the actual amount of Damages incurred by such Indemnified Party in respect thereof exceed the Estimated Claimed Amount), and (ii) instruct the Escrow Agent to designate and segregate out of the Escrow Account a portion thereof equal to the Claimed Amount which is disputed (a “Segregated Portion”). Thereafter, the Escrow Agent shall not distribute such Segregated Portion until (1) the rights of parties have been determined by final, non-appealable judgment or order of a court of competent jurisdiction and the Escrow Agent has received evidence reasonably satisfactory to it of such final judgment or order, at which time the Escrow Agent shall promptly disburse the Segregated Portion in accordance with such final judgment or order, or (2) the Escrow Agent has received written instructions signed by both the Claiming Party and the Stockholder Representative as to the disposition of the Segregated Portion, at which time the Escrow Agent shall promptly disburse the Segregated Portion in accordance with such determination has become final and binding written instructions. If the Escrow Account no longer exists or the funds remaining in the Escrow Account are not sufficient to pay the Party entitled disputed portion of the Claimed Amount in full, the Parent may exercise its Set-off Right with respect to such portion of the Escrowed Fundsdisputed Claimed Amount that is not covered by the Escrow Account (the “Disputed Set-off Amount”); provided, however, that if it is subsequently determined pursuant to a final, non-appealable judgment or order of a court of competent jurisdiction or a written agreement between the Claiming Party and the Stockholder Representative that the Parent is not entitled exercise its Set-off Right with respect to some or all of the Disputed Set-off Amount, Parent shall promptly pay the Disputed Set-off Amount or applicable portion thereof, as the case may be, to the party or parties to which it is owed.

Notice and Determination of Claims. If any Giga-tronics Indemnitee or Shareholder Indemnitee (aeach, an "Indemnitee") If shall believe that such Indemnitee is entitled to indemnification pursuant to Section 9.01 from any Microsource Shareholder (or prior to the Closing, Microsource), with respect to a Purchaser Group Member Giga-tronics Indemnitee, or Seller Group Member from Giga-tronics, with respect to a Shareholder Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or a good faith estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission fifteen (15) business days following their receipt of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: notice either (i) to acquiesce in such claim by the giving such Indemnitee written agreement between the Indemnified Party and the Indemnitor notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such Indemnitee in respect of such claim. If one (1) or more of the Indemnitors object to such claim in the manner required above by the expiration of such fifteen (15) business day period, representatives of the Indemnitor and Indemnitee (in the event the Indemnitor or Indemnitee is a final judgment corporation or decree other business entity, such representative shall be a member of senior management) shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by such representatives within twenty (20) business days either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) calendar days after such written notification, the Indemnitor and Indemnitee shall meet for one (1) day with an impartial mediator (such mediator to be chosen by the mutual agreement of such Indemnitor and Indemnitee) and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one (1) day mediation, either party may begin litigation Proceedings. Nothing in accordance with Sections 11.12 and 11.13. The judgment or decree of a court this section shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedto require arbitration. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Parent Group Member or Seller a Sole Shareholder Group Member believes that it has suffered or incurred any Loss for which indemnity may be sought under this Article VI, such Parent Group Member or Shareholder Group Member, as the case may be (the “Indemnified PartyPerson”) has a claim for indemnification under this Article IX), such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party promptly so notify (the “Indemnitor”) a notice in writing (a “Claim Notice”) the Sole Shareholder or Parent, as soon as practical the case may be (the “Indemnifying Person”), in writing describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) Loss, the amount or thereof, if known, and the method of computation of the amount of such claimLoss, all with reasonable particularity and containing a reference to the provision provisions of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of which such Loss shall have occurred. The failure by the Indemnified Person to promptly give notice as provided herein shall not relieve any pending indemnification obligation under this Article VI except to the extent that the Indemnifying Person is materially and directly damaged as a result of such failure to give notice. If any action at Law or threatened Legal Proceeding suit in equity is instituted by or against a third Person as party with respect to which indemnification will be sought (each such Legal Proceeding being any Indemnified Person intends to claim any liability or expense as a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification Loss under this Article IX. For VI, such Indemnified Person shall promptly notify the avoidance Indemnifying Person in writing of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references such action or suit as specified in this Article IX Section 6.3. The Indemnified Person shall use reasonable efforts to minimize any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, Loss for which shall be binding upon each of the Sellersindemnification is sought hereunder. (b) After Within 15 calendar days after the giving of Indemnified Person has delivered any Claim Notice pursuant heretohereto the Indemnifying Person shall notify the Indemnified Person in writing whether or not the claim, or the amount thereof, is disputed. If such notice states that the claim and the amount are not disputed, or the Indemnifying Person fails to deliver any such notice within such 15 calendar day period, the claim shall be deemed to be in compliance with this Article VI, and shall be immediately forwarded to the Indemnifying Party for payment as set forth in the Claim Notice. If a claim or the amount thereof is disputed, the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VI shall be determined: (i) by the written agreement between the the. Indemnified Party Person and the Indemnitor Indemnifying Person; or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of proceeding pursuant to Section 7.10 provided, however that no party shall initiate such a court shall be deemed final when proceeding until 30 days have passed from the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedthe Indemnifying Person delivered notice that it disputed the Claim Notice pursuant to this Section 6.3(b). (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member The party which is entitled to indemnification hereunder (for purposes of this Section 8.4, the “Indemnified PartyPerson”) has a claim may make claims for indemnification under this Article IX, such Indemnified Party shall give hereunder by promptly giving written notice thereof to the Party obligated party required to provide indemnification to such Indemnified Party indemnify (for purposes of this Section 8.4, the “Indemnitor”) ). If indemnification is sought for a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding liability asserted by or against a third Person as to which indemnification will be sought party (each such Legal Proceeding being a the “Third Person Claim”) ), the Indemnified Person shall be given also give written notice thereof to the Indemnitor promptly after it receives notice of the Legal Proceeding is commenced; provided further that claim or liability being asserted, but the failure to give such notice do so, or any delay in doing so, shall not relieve the Indemnitor of its obligations hereunder except indemnification obligation under this Article VIII, unless, and then only to the extent it shall have been that, the rights and remedies of the Indemnitor are materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate as a result of the maximum Losses that may result from failure to give, or delay in giving, such notice. Such notice shall in good faith summarize the bases for the claim for indemnification under this Article IX. For (the avoidance of doubt“Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the Sellers collectively are the Indemnitor with respect to any indemnification claimmethod of computation of such Loss or Expense, all references in with reasonable particularity and containing a reference to the provisions of this Article IX to Agreement, any agreement, acknowledgment, election, decision, consent, conduct, control certificate or other act agreement delivered pursuant hereto in respect of which such Loss or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Expense shall be binding upon each of the Sellershave occurred. (b) After Within fourteen (14) days after receiving such notice (or sooner as is reasonably necessary, in the giving case of any Claim Notice pursuant heretoa Third Person Claim), the Indemnitor shall give written notice to the Indemnified Person stating whether it in good faith disputes the claim for indemnification and whether it will defend against any Third Person Claim at its own cost and expense. If the Indemnitor fails to give timely notice that it will defend a Third Person Claim it shall be deemed to have refused to defend such Third Person Claim. The amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VIII shall be determined: (i) by the written agreement between the Indemnified Party Person and the Indemnitor or Indemnitor; (ii) by a final final, non-appealable judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Any Buyer Group Member Member, as one Party, or Seller Group Member Seller, as the other Party, as applicable (the “Indemnified Party”) has a claim for ), seeking indemnification under this Article IX, such Indemnified Party hereunder shall give to the Party party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent if then known or ascertainableknown) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such Legal Proceeding action or suit being a “Third Person Claim”) shall be given promptly after the Legal Proceeding action or suit is commencedcommenced and governed under Section 9.4; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article ARTICLE IX shall be determinedpaid within fifteen (15) days of receipt of the Claim Notice, unless the Indemnitor has given written notice to the Indemnified Party of an objection regarding the Claim Notice, in which case the claim for indemnification shall be resolved: (i) in accordance with the dispute resolution procedures of Section 10.16; (ii) by the written agreement between the Indemnified Party and the Indemnitor or Indemnitor; (iiiii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The of any court of competent jurisdiction (for purposes of this Section 9.3, the judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined); or (iv) by any other means to which the Indemnified Party and the Indemnitor shall agree. (c) When In calculating any determination Loss or Expense incurred by an Indemnified Party, there shall be deducted any insurance recovery actually received in respect thereof (and no right of payment from the Escrowed Funds becomes final and binding subrogation shall accrue hereunder (including under Section 2.3, Section 2.4 and this Article IXto any insurer), Purchaser provided that any such deduction shall be net of any retrospective or prospective premium adjustments and each Seller agrees to promptly sign any out-of-pocket costs and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which expenses incurred in connection with such determination has become final and binding to the Party entitled to such portion of the Escrowed Fundsinsurance recovery.

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member The party which is entitled to indemnification hereunder (for purposes of this Section 9.4, the “Indemnified PartyPerson”) has a claim may make claims for indemnification under this Article IX, such Indemnified Party shall give hereunder by promptly giving written notice thereof to the Party obligated party required to provide indemnification to such Indemnified Party indemnify (for purposes of this Section 9.4, the “Indemnitor”) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding liability asserted by or against a third Person as to which indemnification will be sought party (each such Legal Proceeding being a the “Third Person Claim”) ), the Indemnified Person shall be given also give written notice thereof to the Indemnitor promptly after it receives notice of the Legal Proceeding is commenced; provided further that claim or liability being asserted, but the failure to give such notice do so, or any delay in doing so, shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification obligation under this Article IX, unless, and then only to the extent that, the rights and remedies of the Indemnitor are materially prejudiced as a result of the failure to give, or delay in giving, such notice. For Such notice shall in good faith summarize the avoidance of doubtbases for the claim for indemnification (the “Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the Sellers collectively are the Indemnitor with respect to any indemnification claimmethod of computation of such Loss or Expense, all references in with reasonable particularity and containing a reference to the provisions of this Article IX to Agreement, any agreement, acknowledgment, election, decision, consent, conduct, control certificate or other act agreement delivered pursuant hereto in respect of which such Loss or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Expense shall be binding upon each of the Sellershave occurred. (b) After Within fourteen (14) days after receiving such notice (or sooner as is reasonably necessary, in the giving case of a Third Person Claim), the Indemnitor shall give written notice to the Indemnified Person stating whether it in good faith disputes the claim for indemnification and whether it will defend against any Third Person Claim Notice pursuant heretoat its own cost and expense. If the Indemnitor fails to give notice that it disputes an indemnification claim within 14 days after receipt of notice thereof (or sooner as is reasonably necessary, in the case of a Third Person Claim), it shall be deemed to have accepted and agreed to the claim, and the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party Person and the Indemnitor or Indemnitor; (ii) by a final final, non-appealable judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member Parent or Seller Group Member (the “Indemnified Party”) has Surviving Corporation wishes to make a claim for indemnification under this Article IXto be satisfied from the Escrow Fund, such Indemnified Party party (individually or collectively, the "CLAIMING PARTY") shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Escrow Agent in writing (a “Claim Notice”the "CLAIM NOTICE") as soon as practical describing in reasonable detail of the facts giving rise to any claim for indemnification hereunder and shall include in hereunder. At the time of delivery of any Claim Notice to the Escrow Agent, a duplicate copy of such Claim Notice (shall be delivered by the Claiming Party to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the SellersStockholder Representative. (b) After Unless the giving of any Claim Notice pursuant hereto, the amount of indemnification to which Stockholder Representative shall have delivered an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree Objection in accordance with Sections 11.12 and 11.13. The judgment Section 8.3(c), the Escrow Agent shall, on the thirtieth (30th) day (or decree such earlier day as the Stockholder Representative shall authorize in writing to the Escrow Agent) after receipt of a court Claim Notice with respect to indemnification for a specified amount, deliver to the Claiming Party such portion of the Escrow Fund, with a value equal to the specified amount. For this purpose, the Escrow Shares shall be deemed final when valued based on the time Parent Stock Price for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedthe five trading days prior to the Effective Time. (c) When any determination Until the thirtieth (30th) day following delivery of payment from a Claim Notice, the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and Stockholder Representative may deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding objection (an "OBJECTION") to the claim made in such Claim Notice with the basis therefor. At the time of delivery of any Objection to the Escrow Agent, a duplicate copy of such Objection shall be delivered to the Claiming Party. (d) Upon receipt of an Objection properly made, the Escrow Agent shall (i) deliver to the Claiming Party entitled to such portion of the Escrowed Funds.Escrow Fund, valued based on the Parent Stock Price for the five trading days prior to the Effective Time, with a value equal to that portion of the amount subject to the Claim Notice, if any, which is not disputed by the Stockholder Representative and (ii) designate and segregate out of the Escrow Fund a portion thereof, valued in the same manner, with a value equal to the amount subject to the Claim Notice which is disputed by the Stockholder Representative. Thereafter, the Escrow Agent shall not dispose of such segregated portion of the Escrow Fund until the Escrow Agent shall have received a certified copy of any judicial order or judgment determining the dispute, or the Escrow Agent shall have received a copy of a written memorandum signed by the Claiming Party and the Stockholder Representative resolving such dispute and setting forth the amount, if any, which such Claiming Party is entitled to

Notice and Determination of Claims. (a) If a Purchaser Group Member or Seller Group Member The party which is entitled to indemnification hereunder (the “Indemnified PartyPerson”) has a claim may make claims for indemnification under this Article IX, such Indemnified Party shall give hereunder by promptly giving written notice thereof to the Party obligated party required to provide indemnification to such Indemnified Party indemnify (the “Indemnitor”) within the period in which indemnification claims can be made hereunder. If indemnification is sought for a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding liability asserted by or against a third Person as to which indemnification will be sought party (each such Legal Proceeding being a the “Third Person Claim”) ), the Indemnified Person shall be given also give written notice thereof to the Indemnitor promptly after it receives notice of the Legal Proceeding is commenced; provided further that claim or liability being asserted, but the failure to give such notice do so, or any delay in doing so, shall not relieve the Indemnitor of its obligations hereunder except indemnification obligation under this Article VIII, unless, and then only to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Noticethat, the Indemnified Party shall include in such Claim Notice its reasonable estimate rights and remedies of the maximum Losses that may Indemnitor are prejudiced as a result from of the failure to give, or delay in giving, such notice. Such notice shall in good faith summarize the bases for the claim for indemnification under this Article IX. For (the avoidance of doubt“Claim Notice”) describing such Loss or Expense, the amount thereof, if known, and the Sellers collectively are the Indemnitor with respect to any indemnification claimmethod of computation of such Loss or Expense, all references in with reasonable particularity and containing a reference to the provisions of this Article IX to Agreement, any agreement, acknowledgment, election, decision, consent, conduct, control certificate or other act agreement delivered pursuant hereto in respect of which such Loss or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Expense shall be binding upon each of the Sellershave occurred. (b) After Within fourteen (14) days after receiving such notice (or sooner as is reasonably necessary, in the giving case of a Third Person Claim), the Indemnitor shall give written notice to the Indemnified Person stating whether it in good faith disputes the claim for indemnification and whether it will defend against any Third Person Claim Notice pursuant heretoat its own cost and expense. If the Indemnitor fails to give notice that it disputes an indemnification claim within 14 days after receipt of notice thereof (or sooner as is reasonably necessary, in the case of a Third Person Claim), it shall be deemed to have accepted and agreed to the claim, and the amount of indemnification to which an Indemnified Party Person shall be entitled under this Article IX VIII shall be determined: (i) by the written agreement between the Indemnified Party Person and the Indemnitor or Indemnitor; (ii) by a final final, non-appealable judgment or decree in accordance with Sections 11.12 of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Person and 11.13the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Party believes that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim incurred any Losses for indemnification under this Article IXwhich it may be entitled to indemnification, such Indemnified Party shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice indemnifying party promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding Losses being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failureclaimed. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party a person shall be entitled under this Article IX ARTICLE 8 shall be determinedbe: (a) if the Indemnifying Party does not respond (in writing to the Indemnified Party) to such Claim Notice within 15 Business Days of receipt of such Claim Notice, the full amount claimed by the Indemnified Party in the Claim Notice; or (b) if the Indemnifying Party does respond (in writing to the Indemnified Party) to such Claim Notice within 15 Business Days of receipt of such Claim Notice, (i) by the written agreement between the Indemnified Party and the Indemnitor or parties; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the parties shall agree in accordance with Sections 11.12 and 11.13writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When . A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this ARTICLE 8 will not affect the rights or obligations of any determination of payment from the Escrowed Funds becomes final party hereunder except and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver only to the Escrow Agent extent that, as a written instruction to release result of such failure, any portion of the Escrowed Funds as to which such determination has become final and binding to the Party party entitled to receive such portion notice was damaged or prejudiced as a result of the Escrowed Fundssuch failure to give timely notice vis-à-vis its rights and obligations hereunder.

Notice and Determination of Claims. 11 Purchase and Sale Agreement (a) If a RelaDyne Portfolio) 10.2.1 Purchaser Group Member or Seller Group Member (the “Indemnified Party”) has a claim for seeking indemnification under this Article IX, such Indemnified Party hereunder shall give to the Party other party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and shall include in such Claim Notice (to the extent if then known or ascertainableknown) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder or in connection herewith upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding action at law or suit in equity by or against a third Person as to which indemnification will be sought (each such Legal Proceeding action or suit being a “Third Person Claim”) shall be given promptly after the Legal Proceeding action or suit is commencedcommenced and governed under Section 10.3; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) 10.2.2 After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX Section 10.1 shall be determined: paid within thirty (30) days of receipt of the Claim Notice, unless the Indemnitor has given written notice to the Indemnified Party of an objection regarding the Claim Notice, in which case the claim for indemnification shall be resolved by (i) by the written agreement between the Indemnified Party and the Indemnitor or Indemnitor; (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment of any court of competent jurisdiction; or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (ciii) When by any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as other means to which such determination has become final the Indemnified Party and binding to the Party entitled to such portion of the Escrowed FundsIndemnitor shall agree.

Notice and Determination of Claims. (a) If a Purchaser Group Member any Indemnified Person reasonably believes in good faith that it has sustained or Seller Group Member (the “Indemnified Party”) has a claim for indemnification incurred, or is reasonably likely to sustain or incur, any Indemnifiable Losses that are recoverable under this Article IX, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice in writing X (a “Claim”), Buyer, if such Indemnified Person is a Buyer Indemnitee, or Seller, if such Indemnified Person is a Seller Indemnitee, shall notify the Indemnifying Party reasonably promptly in writing specifying the basis hereunder upon which the Indemnified Person’s Claim Notice”) as soon as practical describing in reasonable detail for indemnification is asserted and the facts giving rise to any claim for indemnification hereunder and shall include in circumstances concerning such Claim Notice (to the extent then known or ascertainable) Claim, describing such Indemnifiable Losses, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Indemnifiable Losses, all with reasonable particularity based on the amount of information then available to such claim, and a reference to Person (the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX”). For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party a Person shall be entitled under this Article IX X shall be determined: (ia) by the written agreement between the Indemnified Party and the Indemnitor or Parties; (iib) by a final judgment Order of any court of competent jurisdiction; or decree (c) by any other means to which the Parties shall agree in accordance with Sections 11.12 and 11.13writing. The judgment or decree An Order of a court of competent jurisdiction shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When . The Indemnified Person shall have the burden of proof in establishing the amount of Indemnifiable Losses suffered. A failure by an Indemnified Person to give reasonably prompt notice as provided in this Section 10.9 will not release, waive or otherwise affect or relieve the obligations of any determination of payment from the Escrowed Funds becomes final and binding Party hereunder (including under unless delivered after the applicable limitation Date set forth in Section 2.310.1, Section 2.4 in which case the Indemnified Person shall have no recourse with respect thereto) except and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver only to the Escrow Agent extent that, as a written instruction to release result of such failure, any portion of the Escrowed Funds as to which such determination has become final and binding to the Party party entitled to receive such portion notice was actually and materially prejudiced as a result of the Escrowed Fundssuch failure to give reasonably prompt notice.

Notice and Determination of Claims. If any Person entitled to indemnification hereunder (a) If a Purchaser Group Member or Seller Group Member (the an “Indemnified Party”) believes that it has a claim for indemnification under this Article IXsustained or incurred or is likely to sustain or incur any Losses, whether or not any applicable dollar limitation has been exceeded, such Indemnified Party shall give to so notify the Party party obligated to provide indemnification to such indemnify the Indemnified Party (the “IndemnitorIndemnifying Party”) a notice promptly in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail specifying the facts giving rise to any basis hereunder upon which the Indemnified Party’s claim for indemnification hereunder is asserted and shall include in describing such Claim Notice (to the extent then known or ascertainable) Losses, the amount thereof, if known, or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable good faith estimate of the maximum Losses that may result from such claim for indemnification under this Article IXamount. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party a Person shall be entitled under this Article IX 7 shall be determinedfinal and deemed an “Admitted Claim” upon any of the following events: (ia) the Indemnifying Party does not contest such claim within thirty (30) days after delivery of the Claim Notice or any Indemnifying Party contest is subsequently withdrawn in its entirety by the Indemnifying Party, in which case the amount of the claim shall equal the amount set forth in the Claim Notice; (b) such claim is settled by the written agreement between of the Indemnifying Party and the Indemnified Party, in which case the amount of the claim shall be equal to the amount set forth in such agreement; or (c) an Order shall have been issued with respect to such claim, in which case the amount of the claim shall be equal to the amount, if any, awarded to the Indemnified Party and the Indemnitor by such award or (ii) by a final judgment or decree in accordance court with Sections 11.12 and 11.13respect to such claim. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3. A failure by an Indemnified Party to give timely, Section 2.4 and complete or accurate notice as provided in this Article IX), Purchaser 7 will not affect the rights or obligations of any party hereunder except and each Seller agrees to promptly sign and deliver only to the Escrow Agent extent that, as a result of such failure, any party entitled to receive such notice was materially damaged as a result of such failure to give timely notice vis-à-vis its rights and obligations hereunder or otherwise. Until such time as a claim shall (x) become an Admitted Claim or (y) be withdrawn by written instruction notice delivered by the Indemnified Party to release any portion the Indemnifying Party, it shall be an “Unresolved Claim.” The amount of the Escrowed Funds as to which such determination has become final and binding to Unresolved Claim shall be the Party entitled to such portion of amount set forth in the Escrowed Fundsrelated Claim Notice.

Notice and Determination of Claims. If any Giga-tronics Indemnitee or Shareholder Indemnitee (aeach, an "Indemnitee") If shall believe that such Indemnitee is entitled to indemnification pursuant to Section 9.01 from any Microsource Shareholder (or prior to the Closing, Microsource), with respect to a Purchaser Group Member Giga-tronics Indemnitee, or Seller Group Member from Giga-tronics, with respect to a Shareholder Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission fifteen (15) business days following their receipt of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: notice either (i) to acquiesce in such claim by the giving such Indemnitee written agreement between the Indemnified Party and the Indemnitor notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Indemnitor's share (which may be the entire amount if so provided in this Agreement) of the Damages incurred by such Indemnitee in respect of such claim. If one (1) or more of the Indemnitors object to such claim in the manner required above by the expiration of such fifteen (15) business day period, representatives of the Indemnitor and Indemnitee (in the event the Indemnitor or Indemnitee is a final judgment corporation or decree other business entity, such representative shall be a member of senior management) shall meet to attempt to resolve such dispute. If the dispute cannot be resolved by such representatives within twenty (20) business days either party may make a written demand for formal dispute resolution and specify therein the scope of the dispute. Within thirty (30) calendar days after such written notification, the Indemnitor and Indemnitee shall meet for one (1) day with an impartial mediator (such mediator to be chosen by the mutual agreement of such Indemnitor and Indemnitee) and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one (1) day mediation, either party may begin litigation Proceedings. Nothing in accordance with Sections 11.12 and 11.13. The judgment or decree of a court this section shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedto require arbitration. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion of the Escrowed Funds as to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.

Notice and Determination of Claims. (a) If any Acquiror Indemnitee or Company Indemnitee (each, an "Indemnitee") shall believe that such Indemnitee is entitled to indemnification pursuant to Section 7.1 any Principal Shareholder (or prior to the Closing, the Company), with respect to an Acquiror Indemnitee, or from Acquiror, with respect to a Purchaser Group Member or Seller Group Member Company Indemnitee, as the case may be (the “Indemnified Party”) has a claim for indemnification under this Article IX"Indemnitors"), in respect of any Damages, such Indemnified Party Indemnitee shall give to the Party obligated to provide indemnification to all potential Indemnitors prompt written notice thereof. Any such Indemnified Party (the “Indemnitor”) a notice in writing (a “Claim Notice”) as soon as practical describing shall set forth in reasonable detail and, if and to the facts giving rise extent then known, the amount of Damages (or an estimate thereof) arising from such claim and the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification hereunder and shall include in such Claim Notice (to the extent then known or ascertainable) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations adversely affect such Indemnitee's right to indemnity hereunder except to the extent it that such failure adversely affects the rights of the Indemnitor to assert any reasonable defense to such claim. The Indemnitors shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission fifteen (15) Business Days following their receipt of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of the Sellers. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: notice either (i) to acquiesce in such claim by the giving such Indemnitee written agreement between the Indemnified Party and the Indemnitor notice of such acquiescence or (ii) to object to the claim by giving such Indemnitee written notice of the objection. If any Indemnitor acquiesces in such claim, such Indemnitee shall be entitled to be indemnified by the acquiescing Indemnitor for such Damages incurred by such Indemnitee in respect of such claim. If no such agreement can be reached after good faith negotiation, either Indemnitee or the Indemnitor may, by written notice to the other demand arbitration (the "Demand") of the matter unless the amount of the Damages is at issue in pending litigation with a final judgment third party, in which event arbitration shall not be commenced until such amount is ascertained or decree both parties agree to arbitration; and in accordance with Sections 11.12 either such event the matter shall be settled by arbitration conducted by three arbitrators. Indemnitee and 11.13the Indemnitor shall each select one arbitrator within fifteen (15) Business Days following the Demand, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) Business Days thereafter, each of which arbitrators shall be independent. In the event that either Indemnitee or the Indemnitor fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any such arbitrators that have not been so appointed shall be appointed by the American Arbitration Association following written request of either Indemnitee or the Indemnitor. The judgment or decree of arbitrators shall set a court shall be deemed final when limited time period (not to exceed 90 days) and establish procedures designed to reduce the cost and time for appealdiscovery while allowing the parties an opportunity, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from adequate in the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and deliver to the Escrow Agent a written instruction to release any portion sole judgment of the Escrowed Funds as arbitrators, to which such determination has become final and binding to the Party entitled to such portion of the Escrowed Funds.discover relevant information

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXto be satisfied from the Indemnity Fund, such Indemnified Party shall give to the Party obligated to provide indemnification to such Indemnified Party Parent Group Member (individually or collectively, the “IndemnitorClaiming Party”) a notice shall so notify the Indemnity Agent in writing (a the “Claim Notice”) as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party’s contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known or ascertainableknown) the amount Loss or Expense and the method of computation of the amount of such claim, Loss or Expense and contain a reference to the provision provisions of this Agreement upon which such claim is based; provided, that a Claim Notice in respect of any pending which such Loss or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it Expense shall have been materially prejudiced occurred. If the Claiming Party is not Parent, the Claim Notice must be accompanied by such failurea certificate from Parent confirming that the Claiming Party is a Parent Group Member. To the extent that Losses are not capable of being calculated at At the time of delivery of any Claim NoticeNotice to the Indemnity Agent, the Indemnified Party shall include in a duplicate copy of such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which shall be binding upon each of delivered by the SellersClaiming Party to the Stockholder Representatives. (b) After Unless the giving Stockholder Representatives shall have delivered an Objection in accordance with Section 8.4(c), the Indemnity Agent shall, on the twentieth day (or such earlier day as the Stockholder Representatives shall authorize in writing to the Indemnity Agent) after receipt of a Claim Notice with respect to indemnification for a specified amount, deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the specified amount. (c) Until the twentieth (20th) day following delivery of a Claim Notice, the Stockholder Representatives may deliver to the Indemnity Agent a written objection (an “Objection”) to the claim made in such Claim Notice. At the time of delivery of any Claim Notice pursuant heretoObjection to the Indemnity Agent, a duplicate copy of such Objection shall be delivered to the Claiming Party. (d) Upon receipt of an Objection properly made, the amount of indemnification to which an Indemnified Party Indemnity Agent shall be entitled under this Article IX shall be determined: (i) deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to that portion of the amount subject to the Claim Notice, if any, which is not disputed by the Stockholder Representatives and (ii) designate on its records out of the Indemnity Fund a portion thereof, valued in accordance with the Indemnity Agreement, with a value equal to the amount subject to the Claim Notice which is disputed by the Stockholder Representatives. Thereafter, the Indemnity Agent shall not dispose of such designated portion of the Indemnity Fund until the Indemnity Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by Section 8.5, or the Indemnity Agent shall have received a copy of the written agreement between the Indemnified Claiming Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 Stockholder Representatives resolving such dispute and 11.13. The judgment or decree of a court shall be deemed final when setting forth the time for appealamount, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees which such Claiming Party is entitled to promptly sign and receive. The Indemnity Agent will deliver to Parent, for its account or for the Escrow Agent a written instruction to release any portion account of the Escrowed Funds as to which such determination has become final and binding to the Party each Parent Group Member entitled to payment, such portion of the Escrowed FundsIndemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the amount that the Claiming Party is entitled to receive as set forth in the arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Stockholder Representatives, promptly after the Indemnity Agent’s receipt of such agreement.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXfrom the Indemnity Fund, such Indemnified Party Parent Group Member (individually or collectively the "Claiming Party") shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Indemnity Agent in writing (a “the "Claim Notice”") as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives. Such Claim Notice shall describe in reasonable detail (to the extent then known known) such Losses or ascertainable) the amount or Expenses and the method of computation of the amount of such claim, Losses or Expenses and contain a reference to the provision provisions of this Agreement upon in respect of which such claim Loss or Expense shall have occurred. If the Claiming Party is based; providednot Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. Subject to Section 11.4(b), the Indemnity Agent shall, on the twentieth (20th) business day after receipt of a Claim Notice in respect of any pending or threatened Legal Proceeding by or against a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been materially prejudiced by such failure. To the extent that Losses are not capable of being calculated at the time of any Claim Notice, the Indemnified Party shall include in such Claim Notice its reasonable estimate of the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubt, if the Sellers collectively are the Indemnitor with respect to any indemnification claimfor a specified amount, all references pay or deliver to Parent, for its account or the account of each Parent Group Member named in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control the Claim Notice the Indemnity Fund or other act or omission of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of portion thereof specified in the Required Sellers, which Claim Notice. Payment shall be binding upon each of delivered as specified in the SellersClaim Notice. (b) After At the giving time of delivery of any Claim Notice pursuant heretoto the Indemnity Agent, a duplicate copy of such Claim Notice shall be delivered to the Stockholder Representatives. Notwithstanding the provisions of Section 11.4(a), the amount Indemnity Agent shall not make any payment of indemnification the Indemnity Fund or any portion thereof with respect to which a Claim Notice if during the twenty (20) business days after the Indemnity Agent's receipt of such Claim Notice the Stockholder Representatives shall have delivered to the Indemnity Agent a written objection to the claim made in the Claim Notice (an Indemnified Party "Objection"). At the time of delivery of any Objection to the Indemnity Agent, a duplicate copy of such Objection shall be entitled under this Article IX shall be determined: (i) by delivered to the written agreement between the Indemnified Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 and 11.13. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determinedClaiming Party. (c) When any determination Upon receipt of payment from an Objection pursuant to this Agreement, the Escrowed Funds becomes final and binding hereunder Indemnity Agent shall (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees to promptly sign and 1) deliver to the Escrow Claiming Party cash out of the Indemnity Fund, in an amount equal to that portion, if any, of the Claim which is not disputed by the Stockholder Representatives and (2) shall designate and segregate out of the Indemnity Fund the amount subject to the Claim which is disputed by the Stockholder Representatives. Thereafter, the Indemnity Agent a written instruction to release any shall not dispose of that remaining portion of the Escrowed Funds Indemnity Fund subject to the Claim until the Indemnity Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by this Section 11.4(c) with respect to the Claim or Claims set forth in the Claim Notice, or the Indemnity Agent shall have received a copy of a written agreement between the Claiming Party and the Stockholder Representatives resolving such dispute and setting forth the amount, if any, of the Claim which such Claiming Party is entitled to receive. The Indemnity Agent will pay the Claiming Party out of the Indemnity Fund the amount that the Claiming Party is entitled to receive as set forth in such arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Stockholder Representatives, as soon as possible after the Indemnity Agent's receipt of such agreement. Copies of any written agreement between the Stockholder Representatives and the Claiming Party confirming that the Claiming Party is entitled to a portion but not all of the amount claimed by the Claiming Party may be filed by the Claiming Party with the Indemnity Agent, with the effect set forth in the preceding sentence as to which the agreed amount, but no such determination has become final and binding agreement or filing thereof shall operate as a waiver of the Claiming Party's rights as to the disputed amount, including without limitation its right to recover the same, and any decision of the arbitrators as contemplated by this Section 11.4(c) that the Claiming Party is entitled to such portion receive the disputed amount may be filed with the Indemnity Agent and shall, when filed with the Indemnity Agent, be acted on as set forth above. If the Claiming Party and the Stockholder Representatives do not resolve a dispute regarding a Claim within thirty (30) days after the delivery of an Objection, either the Claiming Party or the Stockholders Representatives may, by written notice to the other, demand arbitration of the Escrowed Fundsmatter; and in such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen (15) days after such written notice is sent, the Claiming Party and the Stockholders Representatives shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any Claim shall be binding, and conclusive upon the parties, and the Indemnity Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnity Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Chicago, Illinois under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration. In the case of the Stockholder Representatives, any such payment shall be made from the Indemnity Fund. (d) The foregoing provisions in this Section 11.4 may be supplemented or amended pursuant to the terms of the definitive Indemnity Agreement.

Notice and Determination of Claims. (a) If a Purchaser any Parent Group Member or Seller Group Member (the “Indemnified Party”) has wishes to make a claim for indemnification under this Article IXto be satisfied from the Indemnity Fund, such Indemnified Party Parent Group Member (individually or collectively, the "Claiming Party") shall give to so notify the Party obligated to provide indemnification to such Indemnified Party (the “Indemnitor”) a notice Indemnity Agent in writing (a “the "Claim Notice”") as soon as practical describing in reasonable detail of the facts giving rise to any such claim for indemnification hereunder and shall include in such hereunder. The Claim Notice shall be accompanied by a certificate of the Claiming Party attesting to the Claiming Party's contemporaneous delivery of a duplicate copy of the Claim Notice to the Stockholder Representatives (as hereinafter defined). Such Claim Notice shall describe in reasonable detail (to the extent then known or ascertainableknown) the amount Loss or Expense and the method of computation of the amount of such claim, Loss or Expense and contain a reference to the provision provisions of this Agreement upon in respect of which such claim Loss or Expense shall have occurred. If the Claiming Party is based; providednot Parent, the Claim Notice must be accompanied by a certificate from Parent confirming that the Claiming Party is a Parent Group Member. At the time of delivery of any Claim Notice to the Indemnity Agent, a duplicate copy of such Claim Notice shall be delivered by the Claiming Party to the Stockholder Representatives. Unless the Stockholder Representatives shall have delivered an Objection in accordance with Section 8.4(c), the Indemnity Agent shall, on the twentieth day (or such earlier day as the Stockholder Representatives shall authorize in writing to the Indemnity Agent) after receipt of a Claim Notice with respect to indemnification for a specified amount, deliver to Parent, for its account or for the account of each Parent Group Member named in respect the Claim Notice, such portion of any pending or threatened Legal Proceeding by or against the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a third Person as to which indemnification will be sought (each such Legal Proceeding being a “Third Person Claim”) shall be given promptly after the Legal Proceeding is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except value equal to the extent it shall have been materially prejudiced by such failurespecified amount. To Until the extent that Losses are not capable twentieth day following delivery of being calculated at the time of any a Claim Notice, the Indemnified Party shall include Stockholder Representatives may deliver to the Indemnity Agent a written objection (an "Objection") to the claim made in such Claim Notice its reasonable estimate Notice. At the time of delivery of any Objection to the maximum Losses that may result from such claim for indemnification under this Article IX. For the avoidance of doubtIndemnity Agent, if the Sellers collectively are the Indemnitor with respect to any indemnification claim, all references in this Article IX to any agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission a duplicate copy of such Indemnitor means the agreement, acknowledgment, election, decision, consent, conduct, control or other act or omission of the Required Sellers, which Objection shall be binding upon each delivered to the Claiming Party. Upon receipt of the Sellers. (b) After the giving of any Claim Notice pursuant heretoan Objection properly made, the amount of indemnification to which an Indemnified Party Indemnity Agent shall be entitled under this Article IX shall be determined: (i) deliver to Parent, for its account or for the account of each Parent Group Member named in the Claim Notice, such portion of the Indemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to that portion of the amount subject to the Claim Notice, if any, which is not disputed by the Stockholder Representatives and (ii) designate and segregate out of the Indemnity Fund a portion thereof, valued in accordance with the Indemnity Agreement, with a value equal to the amount subject to the Claim Notice which is disputed by the Stockholder Representatives. Thereafter, the Indemnity Agent shall not dispose of such segregated portion of the Indemnity Fund until the Indemnity Agent shall have received a certified copy of the final decision of the arbitrators as contemplated by Section 8.5, or the Indemnity Agent shall have received a copy of the written agreement between the Indemnified Claiming Party and the Indemnitor or (ii) by a final judgment or decree in accordance with Sections 11.12 Stockholder Representatives resolving such dispute and 11.13. The judgment or decree of a court shall be deemed final when setting forth the time for appealamount, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. (c) When any determination of payment from the Escrowed Funds becomes final and binding hereunder (including under Section 2.3, Section 2.4 and this Article IX), Purchaser and each Seller agrees which such Claiming Party is entitled to promptly sign and receive. The Indemnity Agent will deliver to Parent, for its account or for the Escrow Agent a written instruction to release any portion account of the Escrowed Funds as to which such determination has become final and binding to the Party each Parent Group Member entitled to payment, such portion of the Escrowed FundsIndemnity Fund, valued in accordance with the Indemnity Agreement, with a value equal to the amount that the Claiming Party is entitled to receive as set forth in the arbitration decision after the expiration of ten (10) business days from the receipt of such decision or, in the event that the amount to which the Claiming Party is entitled is established pursuant to an agreement between the Claiming Party and the Stockholder Representatives, promptly after the Indemnity Agent's receipt of such agreement.