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

Objecting to a Claim for Indemnification. (i) The Representative 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, however, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party prior to 5:00 p.m. (California time) on the thirtieth (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 claims in respect of which the objection is made. (ii) To the extent that the Representative does not object in writing (as provided in Section 10.4(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 Representative (or the applicable Indemnifying Parties, as 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 parties against 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 10.3(a), 10.3(b) and 10.4(e).

Objecting to a Claim for Indemnification. (i) The Representative Indemnified Party may object to a claim for indemnification set forth in an Officer’s a Claim Certificate by delivering to the Indemnified Party seeking indemnification a written statement of objection to the claim made in the Officer’s Claim Certificate (an “Objection Notice”); provided, however, that, to be effective, such Objection Notice must (A) be delivered to the Indemnified Party prior to 5:00 p.m. (California time) local time on the thirtieth (30th) day following the Claim Date of the applicable Officer’s Claim Certificate (such deadline, the “Objection Deadline” for such Officer’s Claim Certificate and the claims for indemnification contained therein) and (B) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. (ii) To the extent that the Representative Indemnifying Party does not object in writing (as provided in Section 10.4(b)(i9.5(b)(i)) to the claims contained in an Officer’s a Claim Certificate prior to the Objection Deadline for such Officer’s Claim Certificate, such failure to so object shall be an irrevocable acknowledgment by the Representative (or the applicable Indemnifying Parties, as the case may be) Party that the Indemnified Party is entitled to the full amount of the claims for Losses set forth in such Officer’s Claim 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 (30) days of a claim becoming an Unobjected Claim, the Indemnifying Parties shall make the applicable payment to such Indemnified Party, subject to Sections 10.3(a), 10.3(b) and 10.4(e)the limitations set forth in this Article IX.

Objecting to a Claim for Indemnification. (i) The Stockholder Representative 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, however, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party prior to 5:00 p.m. midnight (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 (Bii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. (ii) To If the extent that the Stockholder Representative does not object in writing (as provided in Section 10.4(b)(i7.3(b)(i)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Table of Contents Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative (or and the applicable Indemnifying Parties, as the case may be) Company Stockholders 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 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 10.3(a), 10.3(b) and 10.4(e).

Objecting to a Claim for Indemnification. (i) The Stockholder Representative (or, in the case of a claim directly against one or more 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 Parent a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”); provided, however, provided that, to be effective, such Objection Notice must (Ai) be delivered to the Indemnified Party Parent prior to 5:00 p.m. midnight (California time) on the thirtieth (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 (Bii) set forth in reasonable detail the nature of the objections to the claims in respect of which the objection is made. (ii) To If the extent Stockholder Representative (or the Indemnifying Party, in the event that the Representative indemnification is being sought hereunder directly from an Indemnifying Party) does not object in writing (as provided in Section 10.4(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 Stockholder Representative (or and the applicable Indemnifying Parties, as the case may be) 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 parties against 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 10.3(a), 10.3(b) and 10.4(e).