Common use of Objecting to a Claim for Indemnification Clause in Contracts

Objecting to a Claim for Indemnification. (i) The Securityholder Representative or Parent, as applicable, may object, in whole or in part, to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim in respect of which the objection is made. (ii) To the extent the Securityholder Representative or Parent, as applicable, does not object in writing (as provided in Section 9.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative or the Parent, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Shareholder Representative or Parent, as applicable, may object(or, in whole the case of a claim directly against one or in partmore Company Indemnifying Parties, such Company Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification (and, in the case of a claim against the Escrow Fund, to the Escrow Agent) a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party pursuant (and, in the case of a claim for recourse against the Escrow Fund, to Section 11.1 the Escrow Agent) prior to 5:00 p.m. New York time midnight (California time) on the thirtieth (30th) 30th day following the Claim Date receipt of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (Bii) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. Notwithstanding the foregoing, the Shareholder Representative and each Company Indemnifying Party hereby waive the right to object to any claims against the Escrow Fund or otherwise in respect of any Agreed Upon Loss. (ii) To If the extent Shareholder Representative (or the Securityholder Representative or ParentCompany Indemnifying Party, as applicable, in the event that indemnification is being sought hereunder directly from a Company Indemnifying Party) does not object in writing (as provided in Section 9.4(b)(i8.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Shareholder Representative or and the ParentCompany Indemnifying Party, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, and the Indemnifying Parties Escrow Agent shall make distributions from the applicable payment Escrow Fund in accordance with the terms thereof. The Shareholder Representative hereby authorizes the Escrow Agent to deliver an amount of cash from the Escrow Fund equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Indemnified Party, subject Officer’s Certificate without regard to Sections 9.3(cthe 30-day period set forth in Section 8.4(a)(iii), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Representative or Parent, as applicable, may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate Indemnification Claim Notice by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate Indemnification Claim Notice (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time (California time) on the thirtieth (30th) 30th day following the Claim Date of the Officer’s Certificate applicable Indemnification Claim Notice (such deadline, the “Objection Deadline” for such Officer’s Certificate Indemnification Claim Notice and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. (ii) To the extent that the Securityholder Representative or Parent, as applicable, does not object in writing (as provided in Section 9.4(b)(i10.4(b)(i)) to the claims contained in an Officer’s Certificate Indemnification Claim Notice prior to the Objection Deadline for such Officer’s CertificateIndemnification Claim Notice, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative (or the Parentapplicable Indemnifying Parties, as applicable, the case may be) that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate Indemnification Claim Notice (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) 30 days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c10.3 and 10.4(e), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object(or, in whole the case of a claim directly against one or in partmore Indemnifying Parties, such Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. midnight (New York time time) on the thirtieth (30th) 30th day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (Bii) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. (ii) To If the extent Stockholder Representative (or the Securityholder Representative or ParentIndemnifying Party, as applicable, in the event that indemnification is being sought hereunder directly from an Indemnifying Party) does not object in writing (as provided in Section 9.4(b)(i7.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative or and the Parent, as applicable, Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, and the Indemnifying Parties Earn-Out Amount, if any, shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5be reduced accordingly.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object(or, in whole the case of a claim directly against one or in partmore Indemnifying Parties, such Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time midnight (California time) on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (Bii) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. Following the delivery of an Officer’s Certificate, Parent shall respond to reasonable inquiries from the Stockholder Representative to understand matters asserted in such Officer’s Certificate. (ii) To If the extent Stockholder Representative (or the Securityholder Representative or ParentIndemnifying Party, as applicable, in the event that indemnification is being sought hereunder directly from an Indemnifying Party) does not object in writing (as provided in Section 9.4(b)(i6.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative or and the Parent, as applicable, Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, and Parent shall release such amount from the Indemnifying Parties shall make Escrow Amount in accordance with the applicable payment to terms such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5Officer’s Certificate.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification Purchaser a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York City time on the thirtieth forty-fifth (30th45th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. , if known; provided that an Objection Notice may be made by the Stockholder Representative if it does not have sufficient information to assess the claim in the Officer’s Certificate. (ii) To the extent the Securityholder Stockholder Representative or Parent, as applicable, does not object in writing (as provided in Section 9.4(b)(i9.04(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be deemed an acceptance of such claim by the Stockholder Representative and an irrevocable acknowledgment by the Securityholder Stockholder Representative or the Parent, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate actually sustained or incurred, subject to any limitations herein (but not any estimated or anticipated amounts, unless and until actually sustained or incurred) (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against whom 72 indemnification has been sought (the “Indemnifying Parties Parties”) (any such claim, an “Unobjected Claim”). Within thirty (30) days of after a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object(or, in whole the case of a claim directly against one or in partmore Indemnifying Parties, such Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification and the Escrow Agent a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time midnight (California time) on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (Bii) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative and each Indemnifying Party hereby waive the right to object to any claim, against the Escrow Amount or otherwise, in respect of any Escrow Agent-Related Loss. (ii) To If the extent Stockholder Representative (or the Securityholder Representative or ParentIndemnifying Party, as applicable, in the event that indemnification is being sought hereunder directly from an Indemnifying Party) does not object in writing (as provided in Section 9.4(b)(i6.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative or and the Parent, as applicable, Indemnifying Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”)) and, subject to the applicable provisions of Section 6.3 the Escrow Agent shall release such amount from the Escrow Amount in accordance with the terms of such Officer’s Certificate. Within thirty (30) days With respect to such release, the Escrow Agent shall cause to be released from escrow cash and shares of Parent Common Stock that in the aggregate equal the amount of such Losses with shares of Parent Common Stock being valued at the Trading Price, with such cash and shares of Parent Common Stock being released from the escrow in proportion, as nearly as practicable, to the value of cash and shares of Parent Common Stock then in escrow, provided that no fractions of a claim becoming share of Parent Common Stock will be released from escrow. Claims against the Escrow Amount made in respect of any Escrow Agent-Related Loss shall be resolved in the manner described in this Section 6.4(b)(ii) and shall be considered an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification ACTIVE/108710474.16 a written statement notice of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party and Parent pursuant to Section 11.1 prior to 5:00 p.m. New York time on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made, and may be updated and amended from time to time by the Stockholder Representative by delivering an updated or amended Objection Notice to the Indemnified Party. (ii) To the extent the Securityholder Stockholder Representative or Parent, as applicable, does not object in writing (as provided in Section 9.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative or the Parent, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against whom indemnification has been sought (the “Indemnifying Parties Parties”) (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified PartyParty as provided in Section 9.5, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5the limitations set forth in this Article IX.

Objecting to a Claim for Indemnification. (i) The Securityholder Representative Stockholders or Parentthe Purchaser, as applicable, may object, in whole or in part, to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 10.1 prior to 5:00 p.m. New York Memphis, Tennessee time on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim in respect of which the objection is made. (ii) To the extent the Securityholder Representative Stockholders or ParentPurchaser, as applicable, does not object in writing (as provided in Section 9.4(b)(i8.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative Stockholders or the ParentPurchaser, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e8.4(f) and 9.58.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object(or, in whole or in partthe case of a claim against fewer than all of the Indemnifying Parties, the applicable Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Parent Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Parent Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time (California time) on the thirtieth (30th) 30th day following the Claim Date of the applicable Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. Notwithstanding the foregoing, the Stockholder Representative and each Indemnifying Party hereby waive the right to object to any claims in respect of any Agreed-Upon Loss. (ii) To the extent the Securityholder Stockholder Representative (or Parentthe applicable Indemnifying Parties, as applicable, in the event that indemnification is being sought hereunder from fewer than all of the Indemnifying Parties) does not object in writing (as provided in Section 9.4(b)(i8.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative (or the Parentapplicable Indemnifying Parties, as applicable, the case may be) that the Parent Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30Subject to Sections 8.3(a), 8.4(e) and 8.5, within 30 days of a claim becoming an Unobjected Claim, the Stockholder Representative shall direct the Escrow Agent to make payment to such Parent Indemnified Party from the Escrow Fund, whether in cash or through the release of Surrendered Escrow Shares, or the Indemnifying Parties Parties, as applicable, shall make the applicable payment to such Parent Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative (or, in the case of a claim against fewer than all of the Indemnifying Parties, the applicable Indemnifying Parties) or Parent, as applicablethe case may be, may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate by delivering in good faith to the Indemnified Party or Company Stockholder, as the case may be, seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Escrow Agent and the Indemnified Party pursuant to Section 11.1 or such Company Stockholder, as the case may be, prior to 5:00 p.m. New York time (California time) on the thirtieth (30th) 20th day following the Claim Date of the applicable Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) ). The Objection Notice shall set forth in reasonable detail detail, to the extent known, the nature of the objections to the claim claims in respect of which the objection is made. The Objection Notice need only specify such information to the knowledge of the Indemnified Party or officer thereof as of the Objection Deadline and, if so prepared and delivered in good faith, shall not limit any of the grounds for objection of any Indemnifying Party. The Objection Notice may be updated or amended from time to time by the Indemnifying Party in response to any updates or amendments to the Officer’s Certificate within twenty (20) days after receipt of any such update or amendment to the Officer’s Certificate, and the Objection Deadline shall automatically be so extended with respect to any such amendment or update as to the matters contained therein. (ii) To the extent the Securityholder Stockholder Representative (or the applicable Indemnifying Parties, in the event that indemnification is being sought hereunder from fewer than all of the Indemnifying Parties) or Parent, as applicablethe case may be, does not object in writing (as provided in Section 9.4(b)(i7.5(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Stockholder Representative (or the Parentapplicable Indemnifying Parties, as applicable, the case may be) or Parent that the Indemnified Party or such Company Stockholder, as the case may be, is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against the applicable Indemnifying Parties or Parent (any such claim, an “Unobjected Claim” and an “Agreed-Upon Loss”). Within thirty ) and (30A) days of a claim becoming an if Parent submitted such Unobjected Claim, then the Indemnifying Parties Escrow Agent shall make release to Parent such amount from the applicable payment to Escrow Fund and (B) if the Stockholder Representative submitted such Indemnified PartyUnobjected Claim, subject to Sections 9.3(c)then Parent shall pay such amount, 9.3(c)in each case, 9.4(e) and 9.5in accordance with the terms of such Officer’s Certificate.

Objecting to a Claim for Indemnification. (i) The Securityholder Escrow Representative or Parent, as applicable, may object(or, in whole or in partthe case of a claim against fewer than all of the Indemnifying Parties, the applicable Indemnifying Parties) may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification Parent a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time (California time) on the thirtieth (30th) 30th day following the Claim Date of the applicable Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made. Notwithstanding the foregoing, the Escrow Representative and each Indemnifying Party hereby waive the right to object to any claims in respect of any Agreed‑Upon Loss. (ii) To the extent the Securityholder Escrow Representative (or Parentthe applicable Indemnifying Parties, as applicable, in the event that indemnification is being sought hereunder from fewer than all of the Indemnifying Parties) does not object in writing (as provided in Section 9.4(b)(i7.4(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Escrow Representative (or the Parentapplicable Indemnifying Parties, as applicable, the case may be) that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) 30 days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c)7.3, 9.3(c), 9.4(e7.4(e) and 9.57.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Representative or Parent, as applicable, Indemnifying Party may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate a Notice of Indemnification Claim by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate Notice of Indemnification Claim (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time midnight (California time) on the thirtieth (30th) day following the Claim Date date on which the Indemnified Party has acknowledged in writing its receipt of the OfficerNotice of Indemnification Claim, which the Indemnified Party shall acknowledge promptly after receipt thereof; provided that, if the Indemnified Party fails to so acknowledge its receipt of the Notice of Indemnification Claim within fifteen (15) days after the Indemnified Party’s Certificate delivery thereof, and the Indemnified Party has made at least one (1) good faith effort to deliver such Notice of Indemnification Claim in accordance with Section 8.10, the Indemnifying Party shall be deemed to have acknowledged its receipt thereof on such fifteenth (15th) day (such deadline, the “Objection Deadline” for such Officer’s Certificate Notice of Indemnification Claim and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim in respect of which the objection is made). (ii) To If the extent Indemnifying Party timely delivers an Objection Notice in accordance with Section 6.3(b)(i) hereof, Parent and the Securityholder Representative or Parentshall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. Either party may, as applicablebut shall not be obligated to, does not object in writing (as provided in Section 9.4(b)(i)) initiate non-binding mediation of the dispute with the assistance of a neutral arbitrator belonging to and under the rules of the CPR Institute for Dispute Resolution. The party requesting the mediation shall arrange for mediation services, subject to the claims contained approval of the other party, which shall not be unreasonably withheld. Mediation shall take place in an Officer’s Certificate prior San Francisco County, California during reasonable business hours and upon reasonable advance notice (with reasonable efforts to be held through videoconference to the Objection Deadline for extent requested by any party). Mediation may be scheduled to begin at any time, but with at least ten (10) business days’ written notice to all parties. If one party initiates mediation, the parties (i) shall participate in the mediation in good faith and shall devote reasonable time and energy to the mediation so as to promptly resolve the dispute or conclude that they cannot resolve the dispute and (ii) shall not pursue other remedies while such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by mediation is proceeding. If the Securityholder Representative or the Parentand Parent reach an agreement, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set a memorandum setting forth in such Officer’s Certificate (and such entitlement agreement shall be conclusively prepared and irrefutably established) with respect signed by both parties. All expenses and fees of such mediation shall paid by Parent; provided that Parent and the Securityholder Representative shall jointly instruct the Escrow Agent to disburse to Parent a number of shares of Escrowed Securities having a value, based on the applicable Indemnifying Parties Parent Common Stock Price Per Share (but taking into account any such claimstock split, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claimstock dividend, recapitalization, merger, consolidation or similar event since the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(cClosing), 9.3(c), 9.4(eequal to one-half (1/2) of such expenses and 9.5fees.

Objecting to a Claim for Indemnification. (i) The Securityholder Stockholder Representative or Parent, as applicable, may object, in whole or in part, object to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification Purchaser a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, provided that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York City time on the thirtieth forty-fifth (30th45th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim claims in respect of which the objection is made, if known; provided that an Objection Notice may be made by the Stockholder Representative if it does not have sufficient information to assess the claim in the Officer’s Certificate. (ii) To the extent the Securityholder Stockholder Representative or Parent, as applicable, does not object in writing (as provided in Section 9.4(b)(i9.04(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be deemed an acceptance of such claim by the Stockholder Representative and an irrevocable acknowledgment by the Securityholder Stockholder Representative or the Parent, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate actually sustained or incurred, subject to any limitations herein (but not any estimated or anticipated amounts, unless and until actually sustained or incurred) (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable parties against whom indemnification has been sought (the “Indemnifying Parties Parties”) (any such claim, an “Unobjected Claim”). Within thirty (30) days of after a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e) and 9.5.

Objecting to a Claim for Indemnification. (i) The Securityholder Representative Stockholder or Parentthe Purchaser, as applicable, may object, in whole or in part, to a claim for indemnification set forth in an Officer’s Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party pursuant to Section 11.1 prior to 5:00 p.m. New York time on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claim in respect of which the objection is made. (ii) To the extent the Securityholder Representative Stockholder or ParentPurchaser, as applicable, does not object in writing (as provided in Section 9.4(b)(i9.4(c)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative Stockholder or the ParentPurchaser, as applicable, that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and such entitlement shall be conclusively and irrefutably established) with respect to the applicable Indemnifying Parties (any such claim, an “Unobjected Claim”). Within thirty (30) days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 9.3(c), 9.3(c), 9.4(e9.4(f) and 9.5.