Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of the delivery of an Officer’s Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and the Escrow Agent prior to the expiration of such 10- Business Day period). During such 10-Business Day period, the Escrow Agent shall not deliver to Acquiror any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant to the terms of such section.

Objections to Claims. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. At the time of the delivery of an any Officer’s Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it is understood and agreed that certificate shall be delivered by the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror the Shareholder Representative (and the Escrow Agent prior to Indemnifying Party, if applicable) (the expiration date of such 10- Business Day period). During such 10-Business Day perioddelivery, the “Claim Date”) and for a period of 45 days after the Claim Date, the Escrow Agent shall not deliver make no delivery to Acquiror Parent of any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c))delivery. After the expiration of such 10-Business Day 45 day period, if no Objection Notice has been received from the Stockholder Representative, Parent shall be entitled to instruct the Escrow Agent shall, with respect to release to the Parent from the Escrow Fund an Officer’s Certificate referred amount in value equal to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as Losses set forth in the Officer’s Certificate; provided, however, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the event Officer’s Certificate (an “Objection Notice”); provided further that, to be effective, such Objection Notice shall not include an objection must (A) be delivered to Parent and the entire amount Escrow Agent prior to 5:00 p.m. Pacific time on the 45th day following the Claim Date of Losses such 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 an Officer’s Certificate, no later than reasonable detail the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount nature of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant objections to the terms claims in respect of such sectionwhich the objection is made.

Objections to Claims. At the time A copy of the Officer’s Certificate shall be delivered to the Indemnifying Party and, in the case of indemnification claims involving a claim against the Escrow Fund, to the Escrow Agent. The Indemnifying Party shall have twenty (20) Business Days after delivery of an Officer’s Certificate in which to object, in whole or in part, to the indemnification claim(s) set forth in the Officer’s Certificate. Objection shall be made by a – 66 – [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. certificate in writing, signed by an officer of the Indemnifying Party, setting forth in reasonable detail the basis for objection, which shall be delivered to the Indemnified Party (and, the case of indemnification claims involving a claim against the Escrow Fund, to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Pacific Time on the tenth last day of such twenty (10th20) Business Day after period. In the receipt by the Stockholder Representative case of the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and indemnification claims involving a claim against the Escrow Agent prior to Fund, if compliant objection in writing is made and timely delivered in accordance with the expiration requirements of such 10- Business Day periodthis Section 7.2(g). During such 10-Business Day period, Purchaser and Seller agree that the Escrow Agent shall not deliver make no delivery to Acquiror the Indemnified Party of any portion of the Escrow Fund with respect pursuant to the Losses identified in the Officer’s Certificate Section 7.2(d) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Indemnifying Party to make such delivery (it delivery. If compliant objection in writing is understood not made or is not timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and agreed, however, that Seller shall require the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After promptly as practicable following the expiration of such 10-twenty (20) Business Day period, if no Objection Notice has been received to pay to the Indemnified Party, from the Stockholder RepresentativeEscrow Fund, the Escrow Agent shall, with respect an amount in cash equal to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth Losses claimed against the Escrow Fund in the Officer’s Certificate, in accordance with Section 7.2(f); provided, howeverthat where the basis for a claim is that the Indemnified Party anticipates that it will pay, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificateincur, sustain and/or accrue a Loss, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, payment will be made from the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution Fund for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent such Loss unless and Indemnity Agreement) has previously been until such Loss is actually paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereofincurred, if required pursuant to the terms of such sectionsustained and/or accrued.

Objections to Claims. At the time For a period of the twenty (20) Business Days from and after delivery of an any Officer’s 's Certificate to the Escrow AgentCompany, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror shall not deliver to Acquirer cash from the Escrow Fund with respect to any the Losses claimed in such Officer’s 's Certificate delivered by Acquiror pursuant unless Acquirer shall have received written authorization from the Company to Section 4(a) hereof, provided delivery distribute such cash from the Escrow Fund. After the expiration of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth twenty (10th20) Business Day after period, Escrow Agent shall deliver to Acquirer the receipt by the Stockholder Representative portion of the duplicate copy of Escrow Fund in accordance with Section 6.2(d) hereof and the Company shall no longer be entitled to receive such Officer’s Certificate (it is understood and agreed amount hereunder, provided that no such delivery may be made if the Stockholder Representative Company shall not have the right to object to any matter set forth object, in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is a written statement delivered to Acquiror Acquirer and the Escrow Agent in accordance with the terms hereof, to the claim made in the Officer's Certificate, and such statement shall have been delivered to Acquirer and the Escrow Agent prior to the expiration of such 10- twenty (20) Business Day period). During In case the Company shall so object in writing to any claim or claims by Acquirer made in any Officer's Certificate, Acquirer shall have twenty (20) Business Days to respond in a written statement to the objection of the Company. If after such 10-twenty (20) Business Day periodperiod there remains a dispute as to any claims, the Company and Acquirer shall attempt in good faith for thirty (30) Business Days to agree upon the rights of the respective parties with respect to each of such claims. If the Company and Acquirer should so agree, a memorandum setting forth such agreement shall be prepared by Acquirer and signed by the Company and Acquirer. Acquirer and the Escrow Agent shall not deliver be entitled to Acquiror rely on any portion of such memorandum and shall retain or release the cash from the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant to the terms of such sectionthereof.

Objections to Claims. At the time of the delivery of an Officer’s any Officer s Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Officer s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is be delivered to Acquiror the Stockholders Agent and the Escrow Agent prior to the expiration for a period of thirty (30) days after such 10- Business Day period). During such 10-Business Day perioddelivery, the Escrow Agent shall not deliver make no delivery of Escrow Shares pursuant to Acquiror any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate Section 9.5 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders Agent to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c))delivery. After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause thirty (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th30) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificateperiod, the Escrow Agent shall distribute make delivery of the amount as Escrow Shares in the Escrow Fund in accordance with Section 9.5, provided that no such delivery may be made if the Stockholders Agent shall object in a written statement to which no objection the claim made in the Officer s Certificate, and such statement shall be made; provided, further, if at have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period. At the time of delivery of any Stockholders Agent Certificate to the Escrow Agent, a proposed distribution duplicate copy of such Stockholders Agent Certificate shall be delivered to the Acquiror and for a Covered Company Claim period of thirty (30) days after such delivery, the Escrow Agent shall not deliver any Escrow Shares to an Acquiror Indemnified Partyfor any Damages incurred by Acquiror to the extent of the claim set forth in such Stockholders Agent Certificate and shall not release any Escrow Shares to the Stockholders, unless the Escrow Agent shall have received written authorization from Acquiror to deliver or release the Escrow Shares to the Stockholders. After the expiration of such thirty (30) day period, the Escrow Agent shall deliver or release such Escrow Shares to Acquiror or Stockholders (through the Stockholders Agent), as applicable, provided that no delivery or release may be made if Acquiror shall object in a written statement to the claim for indemnification for a Covered Stockholder Claim (as defined made in the Consent Stockholders Agent Certificate, and Indemnity Agreement) has previously such statement shall have been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant delivered to the terms Escrow Agent and to the Stockholders Agent prior to the expiration of such sectionthirty (30) day period.

Objections to Claims. At the time of the delivery of an any Officer’s 's Certificate to the Escrow Agent by Buyer, a duplicate copy of such certificate shall be delivered by Buyer to Seller and O'Melveny & Xxxxx, LLP by certified mail, return receipt requested. For a period of thirty (30) days after such delivery of the Officer's Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror shall make no delivery to Buyer of any amounts from the Escrow Fund unless the Escrow Agent shall have received written authorization signed by an Authorized Person of Seller to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of amounts from the Escrow Fund, in accordance with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a1.4(A) hereof, ; provided delivery of such Objection Notice is that if Seller has objected in good faith to the claim made prior in the Officer's Certificate by delivering to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and the Escrow Agent prior to the expiration of such 10- Business Day periodthirty (30) day period a certificate signed by an Authorized Person of Seller (i) objecting to Buyer's or any Buyer Indemnitee's claim to all or part of the amount of the payment requested in the Officer's Certificate (the "Disputed Amount"). During , and (ii) specifying in reasonable detail the basis of such 10-Business Day periodobjection (an "Objection"), the then Escrow Agent shall not deliver to Acquiror any portion make delivery of amounts from the Escrow Fund Funds in accordance with respect Section 1.4(A) hereof less the Disputed Amount. At the time of delivery of any Objection to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection certificate shall be made; provideddelivered by Seller to Buyer and Xxxxxxxxxxxx Xxxx & Xxxxxxxxx by certified mail, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant to the terms of such sectionreturn receipt requested.

Objections to Claims. At the time of the delivery of an Officer’s any Indemnification Certificate to the Escrow Agent, Acquiror the Pre-Merger Company Stockholder Representative shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior Indemnification Certificate to 5:00 p.m. Eastern Time on Parent and the tenth (10th) Business Day after Pre-Merger Parent Representative, and the receipt by the Stockholder Pre-Merger Parent Representative of the shall deliver a duplicate copy of such Officer’s Indemnification Certificate to Parent and the Pre-Merger Company Stockholder Representative. For a period of ten (it is understood 10) days after such delivery, the representative of the party not delivering the Indemnification Certificate shall either consent or object in a written statement to the claim made in the Indemnification Certificate, and agreed that the Stockholder Representative such statement shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is be delivered to Acquiror and the Escrow Agent prior to the expiration of such 10- Business Day period). During such 10-Business Day period, the Escrow Agent shall not deliver to Acquiror any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, Parent and to the representative of the party that has delivered the Indemnification Certificate (either the Pre-Merger Company Stockholder Representative or the Pre-Merger Parent Representative). In case the Pre-Merger Parent Representative or the Pre-Merger Company Stockholder Representative shall object in writing within the ten (10) day period to any claim or claims made in the Indemnification Certificate, the representative of the party that has delivered the Indemnification Certificate shall have thirty (30) days to respond in a written statement to such objection. If after such thirty (30) day period there remains a dispute as to any claims, the Pre-Merger Parent Representative and the Pre-Merger Company Stockholder Representative shall attempt in good faith for sixty (60) days to agree upon the rights of the party that has delivered the Indemnification Certificate to receive Indemnification Shares in respect of the disputed claims. If the Pre-Merger Parent Representative and the Pre-Merger Company Stockholder Representative should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release Indemnification Shares to the Pre-Merger Company Stockholders or the Pre-Merger Parent Stockholders, as applicable, upon the end of the Survival Period, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant to the terms of such sectionmemorandum and subject to Section 8.10. If no agreement can be reached after good faith negotiation between the parties pursuant to this Section 8.8, then the Escrow Agent will release the Indemnification Shares to the Pre-Merger Company Stockholders or the Pre-Merger Parent Stockholders, as applicable, on a pro rata basis, subject to Section 8.10, in respect of such disputed claim, as determined by the independent accountant as provided in Section 8.9.

Objections to Claims. At the time A copy of the Officer’s Certificate shall be delivered to the Indemnifying Party and, in the case of indemnification claims involving a claim against the Escrow Fund, to the Escrow Agent. The Indemnifying Party shall have twenty (20) Business Days after delivery of an Officer’s Certificate in which to object, in whole or in part, to the indemnification claim(s) set forth in the Officer’s Certificate. Objection shall be made by a certificate in writing, signed by an officer of the Indemnifying Party, setting forth in reasonable detail the basis for objection, which shall be delivered to the Indemnified Party (and, the case of indemnification claims involving a claim against the Escrow Fund, to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Pacific Time on the tenth last day of such twenty (10th20) Business Day after period. In the receipt by the Stockholder Representative case of the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and indemnification claims involving a claim against the Escrow Agent prior to Fund, if compliant objection in writing is made and timely delivered in accordance with the expiration requirements of such 10- Business Day periodthis Section 7.2(g). During such 10-Business Day period, Purchaser and Seller agree that the Escrow Agent shall not deliver make no delivery to Acquiror the Indemnified Party of any portion of the Escrow Fund with respect pursuant to the Losses identified in the Officer’s Certificate Section 7.2(d) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Indemnifying Party to make such delivery (it delivery. If compliant objection in writing is understood not made or is not timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and agreed, however, that Seller shall require the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After promptly as practicable following the expiration of such 10-twenty (20) Business Day period, if no Objection Notice has been received to pay to the Indemnified Party, from the Stockholder RepresentativeEscrow Fund, the Escrow Agent shall, with respect an amount in cash equal to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth Losses claimed against the Escrow Fund in the Officer’s Certificate, in accordance with Section 7.2(f); provided, howeverthat where the basis for a claim is that the Indemnified Party anticipates that it will pay, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificateincur, sustain and/or accrue a Loss, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, payment will be made from the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution Fund for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent such Loss unless and Indemnity Agreement) has previously been until such Loss is actually paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereofincurred, if required pursuant to the terms of such sectionsustained and/or accrued.

Objections to Claims. At Objections to any Claim filed by any party other 4.2 than the time Debtors (other than Administrative Claims governed by Section 4.1 of this Plan) or the Post-Effective Date Claims Agent must be filed no later than twenty (20) days before the Effective Date. To the extent any property is distributed to a Person on account of a Claim that is not an Allowed Claim, such property shall be held in trust for and shall promptly be returned to the Reorganized Debtors. Subject to Section 4.3 of this Plan, the Debtors, Reorganized Debtors or the Post-Effective Date Claims Agent shall file objections on or before the Claims Objection Deadline to any Claim that is not an Allowed Claim as of the delivery Effective Date. Post-Effective Date Claims Agent and Authority to Prosecute Objections. 4.3 [ [This Section 4.3 remains subject to resolution of an Officer’s Certificate the issues identified in Section 2.18 of this Plan. Notwithstanding anything to the Escrow Agentcontrary contained below, Acquiror shall deliver a duplicate copy the Debtors and the Creditors Committee continue to negotiate the Causes of Action included or excluded from the Post- Effective Date Claims Agent Avoidance Actions and Section 510 Actions described below.]] [[_______]]On and as of the Effective Date, an agent, as (a) selected by the Creditors Committee and subject to the Stockholder Representative. The Stockholder Representative may deliver an objection notice Debtors’ reasonable consent, shall act as the agent for the Estates (an the “Objection NoticePost-Effective Date Claims Agent”) in evaluating and prosecuting (i) objections to Disputed Claims in Classes 1, 5 and 6 that (A) are Filed in an amount of $75,000 or more and are not listed on the Escrow Schedules or (B) as to which the variance between (1) the amount of such Claim as Filed and (2) the liquidated, non-contingent and undisputed amount for which such Claim is listed on the Schedules is $75,000 or more (subparts (1) and (2) together, the “Disputed Claims Pool”)[ and], (ii) Avoidance Actions to recover any alleged transfers made to any entity that received payments or transfers during the applicable “look back” period (the “Post-Effective Date Claims Agent and Acquiror Avoidance Actions”); provided however, that the Post-Effective Date Claims Agent Avoidance Actions shall not include potential preference claims under section 547 of the Bankruptcy Code (x) with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereofvendors that are sole source suppliers or that offer the Company favorable trade terms, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt as identified by the Stockholder Representative of Company and approved by the duplicate copy of such Officer’s Certificate (it is understood and agreed that the Stockholder Representative shall not have the right to object to any matter set forth Creditors Committee in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim its sole discretion, on or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and the Escrow Agent prior to the expiration Effective Date, or (y) that involve payments or transfers below $350,000, or (z) against any persons who are directors, officers, managers, employees or agents of such 10- Business Day period). During such 10-Business Day period, the Escrow Agent shall not deliver to Acquiror any portion of the Escrow Fund with respect to Debtors as of and including the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood Effective Date; and agreedfurther provided, however, that the Escrow AgentPost-Effective Date Claims Agent Avoidance Actions shall not include any avoidance claims covered by the 8.00% Convertible Notes Stipulation, in accordance with clause and (xiii) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only actions brought pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative section 510(b) or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(iic) of the definition thereof, distribute to Acquiror, no later than Bankruptcy Code (the fifteenth “Section 510 Actions”). The Post-Effective Date Claims Agent’s compensation shall be (15thb) day after receipt approved by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, Debtors and the amount of Loss incurred as set forth Creditors Committee prior to the Effective Date. Any adjustment in the OfficerPost-Effective Date Claims Agent’s Certificatecompensation shall be subject to the approval of the Reorganized Debtors but may not be adjusted downward prior to the second anniversary of the Effective Date; provided, however, that the Post-Effective Date Claims Agent shall be entitled to such compensation only up to and through the earlier to occur of (x) the date on which all Disputed Claims in the event an Objection Notice shall not include an objection Disputed Claims Pool and all Post-Effective Date Claims Agent Avoidance Actions have been resolved or adjudicated pursuant to a Final Order and (y) the entire amount of Losses set forth in an Officer’s Certificatedate on which such Post-Effective Date Claims Agent resigns, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow terminates his or her engagement as Post-Effective Date Claims Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted or is removed pursuant to Section 4(d) hereof, if required pursuant to the terms of such section4.3(e).

Objections to Claims. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms of this Article VII. At the time of the delivery of an any Officer’s Certificate to the Escrow Agent, Acquiror shall deliver a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it is understood and agreed that certificate shall be delivered by the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate of Losses relating to an Indemnification Claim or the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror the Securityholders’ Representative (and the Escrow Agent prior to Indemnifying Party, if applicable) and for a period of 30 days after the expiration of such 10- Business Day period). During such 10-Business Day periodClaim Date, the Escrow Agent shall not deliver make no delivery to Acquiror Parent of any portion of the Escrow Fund with respect pursuant to the Section 7.6 (other than Agreed-Upon Losses identified in the Officer’s Certificate as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Securityholders’ Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c))delivery. After the expiration of such 10-Business Day 30 day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect shall make delivery of cash from the Escrow Fund equal to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth Losses claimed in the Officer’s Certificate; provided, however, provided that no such payment or delivery may be made if the Securityholders’ Representative shall object in a written statement to the claim made in the event Officer’s Certificate (an “Objection Notice”), provided further that, to be effective, such Objection Notice shall not include an objection must (A) be delivered to the entire Indemnified Party and the Escrow Agent prior to 5:00 p.m. (California time) on the 30th day following the Claim Date of such 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. Notwithstanding the foregoing, the Securityholders’ Representative hereby waives the right to object to any claims against the Escrow Fund in respect of any Agreed-Upon Loss. The Securityholders’ Representative hereby authorizes the Escrow Agent to deliver 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 Officer’s Certificate without regard to the 30-day period set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to this Section 4(d) hereof, if required pursuant to the terms of such section7.6(b).

Objections to Claims. At Purchaser shall be entitled to offset against any Contingent Payments the time full amount of Losses claimed in the delivery of an Officer’s Certificate immediately after the 45 day waiting period specified in Section 8.4(a) expires (or at such earlier date as the Sellers’ Agent may authorize), unless prior to such time the Sellers’ Agent delivers a written objection to the Escrow Agent, Acquiror shall deliver a duplicate copy to claim made in the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection Notice”) to the Escrow Agent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereof, provided delivery of such Objection Notice is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt by the Stockholder Representative of the duplicate copy of such Officer’s Certificate (it a “Notice of Dispute”) to Purchaser. The Notice of Dispute must include a reasonably detailed description of the basis of the objection, as well as the amount of Losses, if any, which the Sellers’ Agent is understood not disputing. Any undisputed Losses immediately shall be offset by Purchaser against any Contingent Payments or other payments and agreed that Purchaser shall be entitled to withhold any or all of the Stockholder Representative Contingent Payments reasonably anticipated to cover disputed or anticipated Losses described in the Officer’s Certificate. If the Sellers’ Agent does not timely deliver a Notice of Dispute (or such Notice of Dispute does not reasonably describe the basis of the objection), the Sellers’ Agent shall not be deemed to have irrevocably approved and consented to the right to object to any matter set forth offset of all Losses specified in an the Officer’s Certificate (including Acquirorany anticipated Losses, which will be deemed irrevocably by Sellers’ Agent approved and shall be offset by Purchaser promptly upon their actual incurrence). Purchaser shall be entitled to rely on and act in accordance with any written or deemed approval and consent of the Sellers’ Agent in immediately offsetting the amount of any Losses claimed in a specific Officer’s reasonable estimate Certificate (and in offsetting any Contingent Payments or other payments reasonably anticipated to cover any Losses upon occurrence), even if the Sellers’ Agent subsequently objects to or disputes the nature or amount of Losses relating Losses. At such time as the cash payable to an Indemnification Claim or cover the amount of Losses an Acquiror Indemnified Party has incurred) unless such Objection Notice is delivered to Acquiror and exceeds the Escrow Agent prior to the expiration of such 10- Business Day period). During such 10-Business Day period, the Escrow Agent shall not deliver to Acquiror any portion of the Escrow Fund with respect to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required payments pursuant to the terms of such sectionContingent Payments, all Sellers shall cease to have any rights to receive any further Merger Consideration under this Agreement.

Objections to Claims. At The Escrow Agent shall distribute to Parent from the time Escrow Fund (and Parent shall be entitled to offset against the Earnout Consideration) the full amount of actual Losses claimed in the delivery of an Officer’s Certificate immediately after the five business day waiting period specified in subparagraph (e) expires (or at such earlier date as the Shareholder Agent may authorize), unless prior to such time the Shareholder Agent delivers a written objection to the Escrow Agent, Acquiror shall deliver claim made in the Officer’s Certificate (a duplicate copy to the Stockholder Representative. The Stockholder Representative may deliver an objection notice (an “Objection NoticeNotice of Dispute”) to the Escrow Agent with a copy to Parent and Acquiror with respect to any Officer’s Certificate delivered by Acquiror pursuant to Section 4(a) hereofits counsel. The Notice of Dispute must include a reasonably detailed description of the basis of the objection, provided delivery as well as the amount of such Objection Notice Losses, if any, which the Shareholder Agent is made prior to 5:00 p.m. Eastern Time on the tenth (10th) Business Day after the receipt not disputing. Any undisputed Losses immediately shall be paid by the Stockholder Representative Escrow Agent or offset by Parent against the Earnout Consideration, as elected by Parent. If the Shareholder Agent does not timely deliver a Notice of Dispute (or such notice of Dispute does not reasonably describe the basis of the duplicate copy objection), the Shareholder Agent shall be deemed to have irrevocably approved and consented to the payment or offset of such Officer’s Certificate (it is understood and agreed that all Losses specified in the Stockholder Representative shall not have the right to object to any matter set forth in an Officer’s Certificate (including Acquiror’s reasonable estimate any anticipated Losses, which will be deemed irrevocably approved by Shareholder Agent and shall be paid by the Escrow Agent or offset by Parent promptly upon their actual incurrence). The Escrow Agent and Parent shall be entitled to rely on and act in accordance with any written or deemed approval and consent of Losses relating to an Indemnification Claim the Shareholder Agent in immediately distributing or offsetting the amount of any actual Losses an Acquiror Indemnified Party has incurred) unless claimed in a specific Officer’s Certificate (and in subsequently distributing cash or offsetting payments to cover any anticipated Losses upon occurrence or incurrence), even if the Shareholder Agent subsequently objects to or disputes the nature or amount of Losses. At such Objection Notice is delivered to Acquiror and time as the cash in the Escrow Agent prior Fund is depleted to the expiration of such 10- Business Day period). During such 10-Business Day periodcover Losses, the Escrow Agent all Company shareholders automatically shall not deliver cease to Acquiror have any claim on any portion of the Escrow Fund with respect and shall cease to the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative any rights to make such delivery (it is understood and agreed, however, that the Escrow Agent, in accordance with clause (x) of Section 4(a) hereof, shall establish a reserve in the amount set forth in such Officer’s Certificate upon receipt thereof and such reserve shall be reduced only pursuant to a joint written instruction signed by Acquiror and the Stockholder Representative or as set forth in Section 4(c)). After the expiration of such 10-Business Day period, if no Objection Notice has been received from the Stockholder Representative, the Escrow Agent shall, with respect to an Officer’s Certificate referred to in clause (A)(ii) of the definition thereof, distribute to Acquiror, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of receive any such Officer’s Certificate, the amount of Loss incurred as set forth in the Officer’s Certificate; provided, however, that in the event an Objection Notice shall not include an objection to the entire amount of Losses set forth in an Officer’s Certificate, no later than the fifteenth (15th) day after receipt by the Stockholder Representative of a duplicate copy of any such Officer’s Certificate, the Escrow Agent shall distribute the amount as to which no objection shall be made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and Indemnity further Closing Consideration under this Agreement) has previously been paid, then the amount of the distribution shall be adjusted pursuant to Section 4(d) hereof, if required pursuant to the terms of such section.