Common use of Notices of Claims and Dispute Notices Clause in Contracts

Notices of Claims and Dispute Notices. (I) If Award reasonably believes that it, or any other Indemnitee entitled to indemnification under Section 9.2 of the Merger Agreement (the "Award Indemnitees"), has or may suffer a loss that entitles or may entitle it to indemnification under the Merger Agreement, Award may deliver to the Escrow Agent a written notice (a "Notice of Claim") setting forth in reasonable detail the nature of the claim, an estimate of the aggregate amount at that time to which Award believes such Award Indemnitee is, or may be, entitled to be paid pursuant to the Merger Agreement. Award shall send a copy of each Notice of Claim to the Shareholder no later than the date on which such Notice of Claim was sent to the Escrow Agent. Each Notice of Claim delivered to the Escrow Agent shall include a certification that Award has sent a copy of such Notice of Claim to the Shareholder. (II) The Escrow Agent shall deliver to Award's transfer agent (the "Transfer Agent") Escrow Shares in exchange for a new stock certificate representing a number of shares of Award Common Stock (which will remain Escrow Shares) equal to the number of Escrow Shares previously held by the Escrow Agent, less the number of Escrow Shares having a value (such value to be determined pursuant to Section 2(e) hereof) equal to the amount set forth in a Notice of Claim as soon as practicable, but no earlier than 20 business days following receipt by the Escrow Agent of such Notice of Claim; provided, however, that if within the period of 20 business days following receipt by the Escrow Agent of such Notice of Claim the Escrow Agent shall have received from the Shareholder a written notice (a "Dispute Notice") stating that he disputes the validity or the amount specified in such Notice of Claim or any portion thereof (a "Disputed Amount"), the Escrow Agent shall not deliver the Escrow Shares as provided above for any such disputed amount other than pursuant to Section 2(b). Any fractional interests will be carried forward until the distribution of Escrow Shares to the Shareholder, at which time fractional interests will be rounded in the discretion of Award. Without altering the Escrow Agent's obligations set forth herein, the Shareholder shall include in each Dispute Notice, reasonable detail of the nature of the Shareholder's dispute. The Shareholder shall send a copy of each Dispute Notice to Award no later than the date on which such Dispute Notice was sent to the Escrow Agent. Each Dispute Notice delivered to the Escrow Agent shall include a certification that the Shareholder has sent a copy of such Dispute Notice to Award. (III) If the Escrow Agent shall not have received a Dispute Notice with respect to the validity or amount specified in a Notice of Claim, or a portion thereof, within the period of 20 business days following its receipt of such Notice of Claim, the Shareholder and Award agree that the Escrow Agreement shall deliver to the Transfer Agent the number of Escrow Shares having a value equal to the amount set forth in the Notice of Claim. In the event of a Disputed

Notices of Claims and Dispute Notices. (Ii) If Award reasonably believes that it, or With respect to any other Indemnitee entitled claim for indemnification made by Buyer pursuant to indemnification under Section 9.2 and in accordance with Article X of the Merger Agreement (the "Award Indemnitees"a “Buyer Claim”), has or may suffer a loss that entitles or may entitle it to indemnification under the Merger Agreement, Award may Buyer shall deliver to the Escrow Agent a written notice (a "“Notice of Claim") setting ”), which shall set forth in reasonable detail the nature of the claim, such Buyer Claim and an estimate of the aggregate indemnification amount at that time to which Award Buyer reasonably believes such Award Indemnitee is, or may be, it is entitled to be paid pursuant to as a result of the Merger AgreementBuyer Claim. Award Buyer shall send a copy of each the Notice of Claim to the Shareholder no later than Representative at the date on which such Notice of Claim was sent to same time and in the Escrow Agent. Each Notice of Claim delivered to the Escrow Agent shall include a certification same manner that Award has sent a copy of Buyer sends such Notice of Claim to the ShareholderEscrow Agent. (IIii) The In the event that the Escrow Agent shall deliver to Award's transfer agent (the "Transfer Agent") Escrow Shares in exchange for a new stock certificate representing a number of shares of Award Common Stock (which will remain Escrow Shares) equal to the number of Escrow Shares previously held by the Escrow Agent, less the number of Escrow Shares having a value (such value to be determined pursuant to Section 2(e) hereof) equal to the amount set forth in receives a Notice of Claim as soon as practicablefrom Buyer, but no earlier than 20 business days and, within the period of thirty (30) Business Days following receipt by the Escrow Agent of such Notice of Claim; provided, however, that if within the period of 20 business days following receipt by the Escrow Agent of such Notice of Claim the Escrow Agent shall have received does not receive from the Shareholder Representative a written notice (a "“Dispute Notice"”) stating that he the Representative disputes the Buyer Claim and/or the validity or the amount specified in such Notice of Claim or any portion thereof (a "“Disputed Amount")”) and providing in reasonable detail the reasons therefor, the Escrow Agent shall not deliver liquidate any Permitted Investment, and, if such Permitted Investments are insufficient to pay the Buyer Claim, the Escrow Agent shall liquidate Escrow Shares in order to pay to Buyer therefrom the amount set forth in a Notice of Claim as provided above for any soon as practicable; provided, that, in Buyer’s sole discretion and at its written instruction, the Escrow Agent shall pay such disputed amount other than Buyer Claim by releasing to Buyer from the Escrow Amount a number (as calculated pursuant to Section 2(b3(e)(xiii). Any fractional interests will be carried forward until the distribution ) of Escrow Shares with a value equal to such amount. In the Shareholder, at which time fractional interests will be rounded in event that the discretion of Award. Without altering Representative disputes the Escrow Agent's obligations set forth hereinBuyer Claim, the Shareholder shall include in each Dispute Notice, reasonable detail of the nature of the Shareholder's dispute. The Shareholder Representative shall send a copy of each Dispute Notice to Award no later than Buyer at the date on which same time that the Representative sends such Dispute Notice was sent to the Escrow Agent. Each Dispute Notice delivered to , and the Escrow Agent shall include a certification that the Shareholder has sent a copy of such Dispute Notice to Award. (III) If the Escrow Agent shall not have received a Dispute Notice with respect to the validity or amount specified in a Notice of Claim, or a portion thereof, within the period of 20 business days following its receipt of such Notice of Claim, the Shareholder and Award agree that the Escrow Agreement shall deliver to the Transfer Agent the number of Escrow Shares having a value equal to the amount set forth in thereafter only pay the Notice of ClaimClaim pursuant to Section 3(b) of this Agreement. In The term “Business Day” means any day (other than a Saturday or Sunday) on which (a) the event of a DisputedNew York Stock Exchange is open and (b) banks are not authorized or required to close in Boston, Massachusetts.

Notices of Claims and Dispute Notices. (Ii) If Award reasonably believes that it, or With respect to any other Indemnitee entitled claim for indemnification made by Buyer pursuant to indemnification under Section 9.2 and in accordance with Article X of the Merger Agreement (the a "Award IndemniteesBuyer Claim"), has or may suffer a loss that entitles or may entitle it to indemnification under the Merger Agreement, Award may Buyer shall deliver to the Escrow Agent a written notice (a "Notice of Claim") setting ), which shall set forth in reasonable detail the nature of the claim, such Buyer Claim and an estimate of the aggregate indemnification amount at that time to which Award Buyer reasonably believes such Award Indemnitee is, or may be, it is entitled to be paid pursuant to as a result of the Merger AgreementBuyer Claim. Award Buyer shall send a copy of each the Notice of Claim to the Shareholder no later than Representative at the date on which such Notice of Claim was sent to same time and in the Escrow Agent. Each Notice of Claim delivered to the Escrow Agent shall include a certification same manner that Award has sent a copy of Buyer sends such Notice of Claim to the ShareholderEscrow Agent. (IIii) The In the event that the Escrow Agent shall deliver to Award's transfer agent (the "Transfer Agent") Escrow Shares in exchange for a new stock certificate representing a number of shares of Award Common Stock (which will remain Escrow Shares) equal to the number of Escrow Shares previously held by the Escrow Agent, less the number of Escrow Shares having a value (such value to be determined pursuant to Section 2(e) hereof) equal to the amount set forth in receives a Notice of Claim as soon as practicablefrom Buyer, but no earlier than 20 business days and, within the period of thirty (30) Business Days following receipt by the Escrow Agent of such Notice of Claim; provided, however, that if within the period of 20 business days following receipt by the Escrow Agent of such Notice of Claim the Escrow Agent shall have received does not receive from the Shareholder Representative a written notice (a "Dispute Notice") stating that he the Representative disputes the Buyer Claim and/or the validity or the amount specified in such Notice of Claim or any portion thereof (a "Disputed Amount")) and providing in reasonable detail the reasons therefor, the Escrow Agent shall not deliver liquidate any Permitted Investment in order to make available a sufficient portion of the Escrow Shares as provided above for any such disputed Amount to pay to Buyer therefrom the amount other than pursuant to Section 2(b). Any fractional interests will be carried forward until the distribution of Escrow Shares to the Shareholder, at which time fractional interests will be rounded in the discretion of Award. Without altering the Escrow Agent's obligations set forth hereinin a Notice of Claim as soon as practicable. In the event that the Representative disputes the Buyer Claim, the Shareholder shall include in each Dispute Notice, reasonable detail of the nature of the Shareholder's dispute. The Shareholder Representative shall send a copy of each Dispute Notice to Award no later than Buyer at the date on which same time that the Representative sends such Dispute Notice was sent to the Escrow Agent. Each Dispute Notice delivered to , and the Escrow Agent shall include a certification that the Shareholder has sent a copy of such Dispute Notice to Award. (III) If the Escrow Agent shall not have received a Dispute Notice with respect to the validity or amount specified in a Notice of Claim, or a portion thereof, within the period of 20 business days following its receipt of such Notice of Claim, the Shareholder and Award agree that the Escrow Agreement shall deliver to the Transfer Agent the number of Escrow Shares having a value equal to the amount set forth in thereafter only pay the Notice of ClaimClaim pursuant to Section 3(b) of this Agreement. In The term "Business Day" means any day (other than a Saturday or Sunday) on which (a) the event of a DisputedNew York Stock Exchange is open and (b) banks are not authorized or required to close in Boston, Massachusetts.

Notices of Claims and Dispute Notices. (Ii) If Award With respect to any Parent Claim that Parent reasonably believes that itexists, or any other Indemnitee entitled to indemnification under Section 9.2 of the Merger Agreement (the "Award Indemnitees")reasonably believes will exist, has or may suffer a loss that entitles or may entitle it to indemnification under the Merger Agreement, Award Parent may deliver to the Escrow Agent a written notice (a "“Notice of Claim") setting ”), which shall set forth in reasonable detail (to the extent known) the nature of the claim, such Parent Claim and an estimate of the aggregate amount to which Parent believes it is at that time to which Award believes such Award Indemnitee istime, or may will be, entitled to be paid out of the Indemnification Escrow Amount pursuant to the Merger Agreement. Award Parent shall send a copy of each the Notice of Claim to the Shareholder no later than Representative at the date on which such Notice of Claim was sent to the Escrow Agent. Each Notice of Claim delivered to the Escrow Agent shall include a certification same time that Award has sent a copy of it sends such Notice of Claim to the ShareholderEscrow Agent. (IIii) The Escrow Agent may liquidate any Permitted Investment in order to make available a sufficient portion of the Indemnification Escrow Amount, if and as necessary, and shall deliver pay to Award's transfer agent (the "Transfer Agent") Escrow Shares in exchange for a new stock certificate representing a number of shares of Award Common Stock (which will remain Escrow Shares) equal to the number of Escrow Shares previously held Parent, or such Person designated by the Escrow AgentParent, less the number of Escrow Shares having a value (such value to be determined pursuant to Section 2(e) hereof) equal to therefrom the amount set forth in a Notice of Claim as soon as practicable, but no earlier than 20 business thirty one (31) days following receipt by the Escrow Agent of such Notice of Claim; provided, however, that if within the period of 20 business thirty (30) days following receipt by the Escrow Agent of such Notice of Claim Claim, the Escrow Agent shall have received from the Shareholder Representative a written notice (a "“Dispute Notice"”) stating that he the Representative disputes the validity or the amount specified in such Notice of Claim or any portion thereof (a "“Disputed Amount")”) and providing in reasonable detail the reasons therefor, the Escrow Agent shall not deliver the Escrow Shares as provided above for pay any such disputed Disputed Amount (but shall pay any amount specified in such Notice of Claim that is not in dispute) to Parent, or such Person designated by Parent, other than pursuant to Section 2(b). Any fractional interests will be carried forward until the distribution 3(b) of Escrow Shares to the Shareholder, at which time fractional interests will be rounded in the discretion of Award. Without altering the Escrow Agent's obligations set forth herein, the Shareholder shall include in each Dispute Notice, reasonable detail of the nature of the Shareholder's disputethis Agreement. The Shareholder Representative shall send a copy of each Dispute Notice to Award no later than Parent at the date on which same time that the Representative sends such Dispute Notice was sent to the Escrow Agent. Each Dispute Notice delivered to the Escrow Agent shall include a certification that the Shareholder has sent a copy of such Dispute Notice to Award. (IIIiii) If the Escrow Agent shall not have received a Dispute Notice with respect to the validity or amount specified in a Notice of Claim, or a portion thereof, within the period of 20 business thirty (30) days following its receipt of such Notice of Claim, the Shareholder Representative and Award agree that the Escrow Agreement Participants shall deliver be forever barred and precluded from contesting in any manner or forum whatsoever the distribution of the Escrow Funds on account of such amount not so disputed (except to dispute the delivery by Parent of a Notice of Claim to the Transfer Representative), and the Escrow Agent shall pay such amount to Parent, or such Person designated by Parent in writing, in accordance with the number preceding paragraph (ii) of this Section 5(a). (iv) Notwithstanding the foregoing, the Escrow Shares having a value equal Agent may pay to Parent, or any Person designated by Parent in writing, the amount set forth in a Notice of Claim earlier than thirty (31) days following receipt by the Escrow Agent of such Notice of Claim, provided that the Parent delivers to the Escrow Agent a Notice of Claim executed by both Parent and the Representative authorizing the Escrow Agent to release such specified amount of the Escrow Funds to Parent. In the event that the Representative authorizes the Escrow Agent to release such specified amount of the Escrow Funds by executing a DisputedNotice of Claim with Parent, the Representative and the Escrow Participants shall be forever barred and precluded from contesting in any manner or forum whatsoever the distribution of the Escrow Funds on account of such amount.