Common use of Objections to Claims Clause in Contracts

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days twenty (20) Business Days from and after such deliverydelivery of any Notice of Claim to Seller, the Escrow Agent shall make take no cancellation of action regarding the Indemnification Escrow pursuant to Section 6.6 Amount hereof unless the Escrow Agent shall have received written authorization from Seller to release such portion of the Stockholder Representative Indemnification Escrow Amount to make such deliverythe Purchaser Indemnitee. After the expiration of such 30 day twenty (20) Business Day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on shall release the stock Records of Buyer the applicable portion of the Indemnification Escrow Amount to the Purchaser Indemnitee in accordance with Section 6.68.6 hereof and Seller shall no longer have any right in, or be entitled to receive, such portion of the Indemnification Escrow Amount, provided that no such cancellation release may be made if the Stockholder Representative Seller shall object in a written statement to the claim made in the Officer’s CertificateNotice of Claim, and such statement shall have been delivered to the Escrow Agent and to Buyer Purchaser prior to the expiration of such 30-day twenty (20) Business Day period. (b) In case the Stockholder Representative Seller shall so object in writing to any claim or claims by Buyer Purchaser made in any Officer’s CertificateNotice of Claim, Buyer Purchaser Indemnitee shall have 30 days twenty (20) Business Days following the receipt of such written objection to respond in a written statement to the objection of the Stockholder RepresentativeSeller. If after such 30-day twenty (20) Business Day period there remains a dispute as to any claims, the Stockholder Representative Parent Seller and Buyer Parent Purchaser shall attempt in good faith for 60 days thirty (30) Business Days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Parent Seller and Buyer Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared by Parent Purchaser and signed by both parties and, if applicable, shall be furnished to the Escrow AgentParent Purchaser and Parent Seller. The Escrow Agent shall be entitled to rely on any such memorandum and shall retain or release or cancel, as the case may be, such portion of cash from the Indemnification Escrow Fund in accordance with the terms thereof. (c) In the event of a Notice of Claim to Purchaser, Purchaser shall have twenty (20) Business Days from and after delivery of such Notice of Claim to Purchaser to respond in a written statement to the claim made in the Notice of Claim and deliver such written response to Parent Seller. Parent Seller shall have twenty (20) Business Days following the receipt of such written objection to respond in a written statement to the objection of Purchaser. If no agreement can be reached after such twenty (20) Business Day period there remains a dispute as to any claims, Parent Seller and Parent Purchaser shall attempt in good faith negotiation between for thirty (30) Business Days to agree upon the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion rights of the Indemnification Escrowrespective parties with respect to each of such claims. If Parent Seller and Parent Purchaser should so agree, only: (i) in accordance with joint written instructions of Buyer a memorandum setting forth such agreement shall be prepared by Parent Purchaser and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied signed by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final Parent Purchaser and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionParent Seller.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Stockholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or cash pursuant to Section 6.6 9.04 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or cash in the Escrow Fund in accordance with Section 6.69.04 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s 's Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders' Agent and Buyer PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders' Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the PURCHASER Common Stock or cancel, as cash from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), ) then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholder Stakeholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation payment out of the Indemnification Escrow Fund pursuant to Section 6.6 9.4 unless the Escrow Agent shall have received written authorization from the Stockholder Stakeholder Representative to make such deliverypayment. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make payment out of the Indemnification Escrow Fund in accordance with Section 6.69.4, provided that no such cancellation may be made if unless the Stockholder Stakeholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such 30-30 day period. (b) In case If the Stockholder Stakeholder Representative shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 days to respond in a written statement to the objection of the Stockholder Stakeholder Representative. If after such 30-30 day period there remains a dispute as to any claims, the Stockholder Stakeholder Representative and Buyer Acquiror shall attempt in good faith for 60 an additional period of up to 45 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Stakeholder Representative and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute the case may be, such portion of cash from the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will document executed by the Stakeholder Representative shall be accompanied by a legal opinion of counsel for the presenting party satisfactory binding upon all Indemnifying Parties with respect to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionmatter.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Seller and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow pursuant to Section 6.6 Fund hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Seller to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund or other property in the Escrow Fund in accordance with Section 6.612.5 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Seller shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Parent prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Seller shall so object in writing to any claim or claims by Buyer Parent made in any Officer’s 's Certificate, Buyer Parent shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeSeller. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Seller and Buyer Parent shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Seller and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute the case may be, such portion of cash from the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of 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, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation delivery to Buyer of any amounts from the Indemnification Escrow pursuant to Section 6.6 Fund unless the Escrow Agent shall have received written authorization from the Stockholder Representative signed by an Authorized Person of Seller to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shallshall make delivery of amounts from the Escrow Fund, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, 1.4(A) hereof; provided that no such cancellation may be made if the Stockholder Representative shall object Seller has objected in a written statement good faith to the claim made in the Officer’s Certificate, and such statement shall have been delivered 's Certificate by delivering to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day period. period a certificate signed by an Authorized Person of Seller (bi) In case the Stockholder Representative shall so object in writing objecting to Buyer's or any Buyer Indemnitee's claim to all or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection part of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights amount of the respective parties with respect to each payment requested in the Officer's Certificate (the "Disputed Amount"), and (ii) specifying in reasonable detail the basis of such claimsobjection (an "Objection"), then Escrow Agent shall make delivery of amounts from the Escrow Funds in accordance with Section 1.4(A) hereof less the Disputed Amount. If At the Stockholder Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished time of delivery of any Objection to the Escrow Agent. The Escrow Agent , a duplicate copy of such certificate shall be entitled delivered by Seller to rely on any such memorandum and shall release or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a finalXxxxxxxxxxxx Xxxx & Xxxxxxxxx by certified mail, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionreturn receipt requested.

Objections to Claims. (a) At the time For a period of forty five (45) days from and after delivery of any Officer’s Certificate to the Stockholder Representative, Acquiror shall take no action regarding the portion of the Escrow Agent, Buyer shall deliver a duplicate copy Fund equal to the amount of such Damages set forth in the Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent Acquiror shall have received written authorization from the Stockholder Representative to make such deliveryretain a portion of the Escrow Fund. After the expiration of such 30 forty five (45) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer Acquiror shall retain the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.68.3 hereof and the Target Stockholders shall no longer be entitled to receive such amount hereunder, provided that no such cancellation retention may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to Acquiror and the Escrow Agent and to Buyer prior to the expiration of such 30-forty five (45) day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claimsremaining claims or disputes. If the Stockholder Representative and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties andAcquiror and the Stockholder Representative, if applicable, shall be furnished and submitted to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as retain the case may be, such applicable portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If thereof and such amount shall no agreement can longer be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory payable to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionTarget Stockholders.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder RepresentativeStockholders' Agent. For a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of property from the Indemnification Escrow pursuant Fund to Section 6.6 Acquirer unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 30-day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on property from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund to Acquirer in accordance with Section 6.69.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s Certificate's Certificate (the "Objection Notice"), and such statement Objection Notice shall have been delivered to the Escrow Agent and to Buyer Acquirer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer Stockholders' Agent shall have 30 delivered an Objection Notice, Acquirer shall have thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders' Agent. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Stockholders' Agent and Buyer Acquirer shall attempt in good faith for 60 sixty (60) days from the Stockholders' Agent's delivery of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders' Agent and Buyer Acquirer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute property from the case may be, such portion of the Indemnification Escrow Fund to Acquirer in accordance with the terms thereofSection 9.4. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Stockholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or other property pursuant to Section 6.6 11.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 6.611.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s 's Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders' Agent and Buyer 3 107 PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders' Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the PURCHASER Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Officer s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Officer s Certificate shall be delivered to the Stockholder Representative. For Stockholders Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Shares pursuant to Section 6.6 9.5 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Shares in the Escrow Fund in accordance with Section 6.69.5, provided that no such cancellation delivery may be made if the Stockholder Representative Stockholders Agent shall object in a written statement to the claim made in the Officer’s Officer s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer 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 duplicate copy of such Stockholders Agent Certificate shall be delivered to the Acquiror and for a period of thirty (b30) In case days after such delivery, the Stockholder Representative Escrow Agent shall so object not deliver any Escrow Shares to Acquiror for any Damages incurred by Acquiror to the extent of the claim set forth in writing such Stockholders Agent Certificate and shall not release any Escrow Shares to any claim or claims by Buyer made in any Officer’s Certificatethe Stockholders, Buyer unless the Escrow Agent shall have 30 days received written authorization from Acquiror to respond 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 objection of claim made in the Stockholder Representative. If after Stockholders Agent Certificate, and such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer statement shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory have been delivered to the Escrow Agent and to the effect that Stockholders Agent prior to the order is final and non-appealable. The Escrow Agent will act on expiration of such court order and legal opinion without further questionthirty (30) day period.

Objections to Claims. (a) At the time For a period of delivery thirty (30) days from and after receipt by Stockholders’ Agent of any Officer’s Certificate from Acquiror, Acquiror shall take no action regarding the portion of the Indemnification Escrow hereof equal to the Escrow Agent, Buyer shall deliver a duplicate copy amount of Damages set forth in such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent it shall have received written authorization from Stockholders’ Agent that it does not object to the Stockholder Representative release by Escrow Agent of such portion of the Indemnification Escrow to make such deliveryAcquiror. After the expiration of such 30 thirty (30) day period, Stockholders’ Agent shall not object to the Escrow Agent shall, in its capacity as transfer agent release to Acquiror of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow requested to be released from escrow in accordance with such Officer’s Certificate delivered pursuant to Section 6.69.3 hereof, provided that no such cancellation release may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the such Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) For a period of thirty (30) days from and after receipt by Acquiror of any Officer’s Certificate from Stockholders’ Agent, Stockholders’ Agent shall take no action regarding the amount of Damages set forth in such Officer’s Certificate. After the expiration of such thirty (30) day period, Acquiror shall be deemed to have agreed to pay all such Damages, provided that it has not objected in a written statement to the claim made in such Officer’s Certificate, and such statement shall have been delivered to Stockholders’ Agent prior to the expiration of such thirty (30) day period. (c) In case the Stockholder Representative a party shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer the other party shall have 30 thirty (30) days to respond in a written statement delivered to the objection of party that delivered the Stockholder RepresentativeOfficer’s Certificate. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer should so Acquiror 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 Acquiror and Stockholders’ Agent shall be entitled to rely on any such memorandum and shall release or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant shall take such actions as may be required to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory promptly give effect to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionagreement.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer shall release the applicable portion of the Indemnification Escrow to Buyer for cancellation in accordance with Section 6.6, provided that no such cancellation release may be made to Buyer if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, distribute such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), ) then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At If the time of Amorcyte Representative shall deliver a written objection to a Parent Notice to Parent and the Escrow Agent within thirty (30) calendar day period after Parent or Subco’s delivery of any Officer’s Certificate thereof, then Parent and the Amorcyte Representative shall use their good faith efforts to resolve such dispute. If Parent and the Amorcyte Representative resolve such dispute, the parties shall deliver a written notice to the Escrow Agent, Buyer shall deliver a duplicate copy Agent directing the delivery of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided Account based upon such resolution. In the event that no such cancellation may be objection is made if by the Stockholder Amorcyte Representative shall object in a written statement to as provided herein, the claim made in Amorcyte Representative, Amorcyte and the Officer’s Certificate, and such statement Amorcyte Stockholders shall have been delivered irrevocably waived any right to the Escrow Agent and object to Buyer prior to the expiration of such 30-day periodParent Notice. (bii) In case If timely notice of such an objection is given and Parent and the Stockholder Amorcyte Representative shall so object in writing are unable to any claim resolve the applicable dispute within thirty (30) days after the Amorcyte Representative objects to such Parent Notice, either Parent or claims the Amorcyte Representative may, by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement notice to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative other and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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, demand arbitration of such dispute. Any such arbitration shall be conducted by JAMS/Endispute, Inc. or such other alternative dispute service (“Arbitration Service”) as shall be reasonably acceptable to Parent and the Amorcyte Representative. The Arbitration Service shall select one (1) arbitrator reasonably acceptable to both Parent and the Amorcyte Representative who shall be expert in the area in dispute. The decision by the arbitrator shall be binding and conclusive and, notwithstanding any other provisions of this Section 8.4, the Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as the case may be, such portion of the Indemnification Escrow act in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then such decisions and make delivery of the Escrow Agent will release or cancelAccount in accordance therewith. The arbitration shall be held in New York, as New York. The costs of any such arbitration shall be borne one-half by the case may be, Parent and one-half by the disputed portion Amorcyte Stockholders (out of the Indemnification Escrow, only: (i) Escrow Account to the extent available after all claims have been satisfied and shares released). Judgment upon any award rendered by the arbitrator may be entered in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a any court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionjurisdiction.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to Seller or, if the Stockholder RepresentativeRelease Date shall have occurred, but an indemnification claim is asserted by Buyer Indemnified Persons for Damages pursuant to Section 6.2, Buyer shall deliver an Officer’s Certificate directly to Seller asserting its claim for Damages. For a period of 30 days after such delivery, (i) the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Funds pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Seller to make such delivery, and (ii) Buyer shall make no offset pursuant to Section 2.3(h) hereof against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Funds in accordance with Section 6.66.6 and Buyer may make offset pursuant to Section 2.3(h) against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3, provided that no such cancellation payment may be made or offset taken if the Stockholder Representative Seller shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative Seller shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder RepresentativeSeller. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Seller and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Seller and Buyer 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 or cancel, as the case may be, distribute such portion of the Indemnification Escrow Fund in accordance with the terms thereof. Similarly, Buyer shall be entitled to rely on any such memorandum and affect an offset pursuant to Section 2.3(h) against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), ) then (1) Buyer may only affect an offset pursuant to Section 2.3(h) and (2) the Escrow Agent will release or cancel, as the case may be, make payment with respect to the disputed portion of the Indemnification Escrowamount of such Damages, only: (i) in accordance with joint written instructions of Buyer and the Stockholder RepresentativeSeller; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For Securityholder Agent (as defined in Section 7.2(h)) and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery to Parent of the Indemnification any Escrow Amounts pursuant to Section 6.6 7.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Securityholder Agent to make such delivery. After the expiration of such 30 day thirty (30)-day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on shares of Parent Common Stock from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.67.2(e) hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day thirty (30)-day period. -44- (g) Resolution of Conflicts; Arbitration. (bi) In case the Stockholder Representative Securityholder Agent shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Securityholder Agent and Buyer Parent shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Securityholder Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute cash from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (cii) If no such agreement can be reached after good faith negotiation between negotiation, either Parent or the Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators. Parent and the Securityholder Agent shall each select one arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties pursuant an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’fees and costs, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 6.7(b)7.2(f) hereof, then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) shall be entitled to act in accordance with joint such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written instructions and shall be supported by written findings of Buyer fact and conclusions which shall set forth the Stockholder Representative; oraward, judgment, decree or order awarded by the arbitrators. (iiiii) Judgment upon any award rendered by the arbitrators may be entered in accordance with a final, non-appealable order of a any court of competent jurisdiction (a “Final Decision”)having jurisdiction. Any Final Decision will such arbitration shall be accompanied by a legal opinion held in Santa Xxxxx County, California under the rules then in effect of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionAmerican Arbitration Association.

Objections to Claims. (a) At A copy of the time of delivery of any 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, Buyer . The Indemnifying Party shall deliver a duplicate copy have twenty (20) Business Days after delivery of such an Officer’s Certificate in which to object, in whole or in part, to the Stockholder Representativeindemnification claim(s) set forth in the Officer’s Certificate. For Objection shall be made by a period certificate in writing, signed by an officer of 30 days after 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) prior to 5:00 p.m. Pacific Time on the last day of such deliverytwenty (20) Business Day period. In the case of indemnification claims involving a claim against the Escrow Fund, if compliant objection in writing is made and timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and Seller agree that the Escrow Agent shall make no cancellation delivery to the Indemnified Party of any portion of the Indemnification Escrow Fund pursuant to Section 6.6 7.2(d) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Indemnifying Party to make such delivery. After If compliant objection in writing is not made or is not timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and Seller shall require the Escrow Agent, as promptly as practicable following the expiration of such 30 day twenty (20) Business Day period, to pay to the Indemnified Party, from the Escrow Agent shallFund, an amount in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement cash equal to the claim made amount of Losses claimed against the Escrow Fund in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with Section 7.2(f); provided, that where the terms thereof. (c) If basis for a claim is that the Indemnified Party anticipates that it will pay, incur, sustain and/or accrue a Loss, no agreement can payment will be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then made from the Escrow Agent will release or cancelFund for such Loss unless and until such Loss is actually paid, as the case may beincurred, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionsustained and/or accrued.

Objections to Claims. (a) At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Escrow Claim Certificate shall be delivered to the Stockholder Seller Representative. For , and for a period of 30 thirty (30) days after such deliverydelivery to the Escrow Agent of such Escrow Claim Certificate, the Escrow Agent shall not make no cancellation of any payment from the Indemnification Escrow Fund pursuant to Section 6.6 3 of this Escrow Agreement in respect of the Claims described in such Escrow Claim Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Seller Representative to make such deliverypayment. After As soon as practicable after the expiration of such 30 thirty (30) day period, the Escrow Agent shallshall deliver an amount of cash equal to such Claim from the Escrow Fund; provided, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation payment or delivery may be made if the Stockholder Seller Representative shall object in a written statement to the claim Claim made in the Officer’s CertificateEscrow Claim Certificate specifying in reasonable detail the nature of such objection and the basis therefore under the terms of this Escrow Agreement or the Purchase Agreement, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day periodperiod (an "Objection"). (ba) In case Buyer and the Stockholder Seller Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights resolve any Objection. If they are unable to resolve any Objection, such Objection shall be resolved pursuant to Section 1.5 or Section 9.7 of the respective parties with respect to each of such claims. If Purchase Agreement, as the Stockholder Representative and Buyer 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 Agentcase may be. The Escrow Agent shall be entitled decision of the arbitrator as determined pursuant to rely on any such memorandum and shall release Section 1.5 or cancelSection 9.7 of the Purchase Agreement, as the case may be, as to validity and amount of any Claim in such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can Claim Certificate shall be reached after good faith negotiation between binding and conclusive upon the parties pursuant to Section 6.7(b), then this Escrow Agreement and the Escrow Agent will release shall be entitled to make or cancel, as the case may be, the disputed portion withhold payments out of the Indemnification Escrow, only: (i) Escrow Fund in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questiontherewith.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Shareholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Shares pursuant to Section 6.6 8.5 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Shares in the Escrow Fund in accordance with Section 6.68.5, provided that no such cancellation delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case At the Stockholder Representative time of delivery of any Shareholders' Agent Certificate to the Escrow Agent, a duplicate copy of such Shareholders' Agent Certificate shall so object be delivered to the Acquiror and for a period of thirty (30) days after such delivery, the Escrow Agent shall not deliver any Escrow Shares to Acquiror for any Damages incurred by Acquiror to the extent of the claim set forth in writing such Shareholders' Agent Certificate and shall not release any Escrow Shares to any claim or claims by Buyer made in any Officer’s Certificatethe Shareholders, Buyer unless the Escrow Agent shall have 30 days received written authorization from Acquiror to respond deliver or release the Escrow Shares to the Shareholders. After the expiration of such thirty (30) day period, the Escrow Agent shall deliver such Escrow Shares to Acquiror or Shareholders, as applicable, provided that no delivery or release may be made if Acquiror shall object in a written statement to the objection of claim made in the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 Shareholders' Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of the delivery of any an Officer’s Certificate to the Escrow Agent, Buyer 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 Stockholder Representativeexpiration of such 10- Business Day period). For a period of 30 days after During such delivery10-Business Day period, the Escrow Agent shall make no cancellation not deliver to Acquiror any portion of the Indemnification Escrow pursuant Fund with respect to Section 6.6 the Losses identified in the Officer’s Certificate unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such deliverydelivery (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 30 day 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 its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion clause (A)(ii) of the Indemnification Escrow in accordance with Section 6.6definition thereof, provided that distribute to Acquiror, no such cancellation may be made if later than the fifteenth (15th) day after receipt by the Stockholder Representative shall object in of a written statement to duplicate copy of any such Officer’s Certificate, the claim made amount of Loss incurred as set forth in the Officer’s Certificate; provided, and such statement however, that in the event an Objection Notice shall have been delivered not include an objection to the Escrow Agent and to Buyer prior to the expiration entire amount of such 30-day period. (b) In case the Stockholder Representative shall so object Losses set forth in writing to any claim or claims by Buyer made in any an Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to no later than the objection of the Stockholder Representative. If fifteenth (15th) day after such 30-day period there remains a dispute as to any claims, receipt by the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon of a duplicate copy of any such Officer’s Certificate, the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 distribute the amount as to which no objection shall be entitled made; provided, further, if at the time of a proposed distribution for a Covered Company Claim to rely on any such memorandum an Acquiror Indemnified Party, a claim for indemnification for a Covered Stockholder Claim (as defined in the Consent and shall release or cancelIndemnity Agreement) has previously been paid, as then the case may be, such portion amount of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can distribution shall be reached after good faith negotiation between the parties adjusted pursuant to Section 6.7(b)4(d) hereof, then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory if required pursuant to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on terms of such court order and legal opinion without further questionsection.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder RepresentativeShareholders' Agent. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow FindWhat Common Shares or other property pursuant to Section 6.6 9.4 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Funds in accordance with Section 6.69.4, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer FindWhat prior to the expiration of such 30-day period. (b) In case the Stockholder Representative Shareholders' Agent shall so object in writing to any claim or claims by Buyer FindWhat made in any Officer’s 's Certificate, Buyer FindWhat shall have 30 days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders' Agent. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Shareholders' Agent and Buyer FindWhat shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders' Agent and Buyer FindWhat should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the FindWhat Common Shares or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), 9.5(b) then the Escrow Agent will release make payment or cancel, as the case may be, distribution with respect to the disputed portion of the Indemnification Escrow, amount of such Damages only: (i) in accordance with joint written instructions of Buyer FindWhat and the Stockholder RepresentativeShareholders' Agent; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”"FINAL DECISION"). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time of delivery of any Parent Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery to Parent of the Indemnification any Escrow Amounts pursuant to Section 6.6 7.2(d) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Agent to make such delivery. After the expiration of such 30 thirty (30) day periodperiod but subject to the provisions of Section 7.2(g)(ii) above, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on shares of Parent Common Stock from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.67.2(g), (i), provided that (A) no such cancellation payment or delivery may be made if the Stockholder Representative Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day periodperiod and (B) no payment shall be made if accruals for Company Losses equal or exceed the amount of Parent Losses set forth in the Parent Officer's Certificate. (bii) In case At the Stockholder Representative time of delivery of any Company Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall so object in writing be delivered to any claim or claims by Buyer made in any Officer’s CertificateParent and for a period of thirty (30) days after such delivery, Buyer the Escrow Agent shall make no accrual for Company Losses pursuant to Section 7.2(g)(ii) unless the Escrow Agent shall have 30 days received written authorization from Parent to respond make such accrual. After the expiration of such thirty (30) day period, the Escrow Agent shall make such accrual in accordance with Section 7.2(g)(ii), provided, that (A) no such accrual may be made if Parent shall object in a written statement to the objection of claim made in the Stockholder Representative. If after Company Officer's Certificate, and such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer statement shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory have been delivered to the Escrow Agent prior to the effect that the order is final and non-appealable. The Escrow Agent will act on expiration of such court order and legal opinion without further questionthirty (30) day period.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 thirty (30) calendar days after such deliverydelivery of the Claim Notice to the Stockholders’ Agent and the Escrow Agent (the “Claim Notice Waiting Period”), the Escrow Agent shall make no cancellation of the Indemnification Escrow payment pursuant to Section 6.6 9.6, unless the Stockholders’ Agent shall have provided express written authorization to make such payment. After the expiration of the Claim Notice Waiting Period, Escrow Agent shall make a payment in accordance with Section 9.6 as soon as practicable unless the Stockholders’ Agent shall have objected in a written statement delivered to Parent and the Escrow Agent prior to the expiration of the Claim Notice Waiting Period (describing the basis for any objection with reasonable specificity under the circumstances) to the claim made in the Claim Notice. Escrow Agent shall retain the disputed amounts, and in no event shall any amounts be released from the Escrow Amount, with respect to an item in dispute until such dispute has been finally resolved pursuant to Section 9.11. (b) Upon the expiration of the Claim Period, if Escrow Agent has retained any Retained Escrow Amount, then Parent and Escrow Agent shall notify the Stockholders’ Agent of such retention by Escrow Agent. The Stockholders’ Agent shall have thirty (30) calendar days from receipt of such notice from Parent to object to Parent’s determination of such amount by delivery of a written statement (describing the basis for any objection with reasonable specificity under the circumstances), unless already objected to pursuant to Section 9.7(a). During such period, Escrow Agent shall retain the Retained Escrow Amount unless Escrow Agent shall have received written authorization from the Stockholder Representative Stockholder’s Agent to make release such deliveryamounts. After If the expiration of such 30 day period, Stockholders’ Agent shall have objected to the Retained Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow Amount in accordance with this Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b9.7(b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b9.7(a), then the dispute shall be governed by the provisions of Section 9.8. If Stockholders’ Agent shall not have objected to the Retained Escrow Amount pursuant to this Section 9.7(b) or Section 9.7(a), then Stockholders’ Agent shall have waived any objection to the Retained Escrow Amount, and such amount shall thereafter be paid to Parent as the Retained Escrow Amount pursuant to Section 9.5. Until any dispute regarding the amount of the Retained Escrow Amount is resolved, Escrow Agent will release or cancel, as shall retain the case may be, the disputed portion full amount of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Retained Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionAmount.

Objections to Claims. (ai) 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 delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered by the Indemnified Party to the Stockholder Representative. For Securityholders’ Representative (and the Indemnifying Party, if applicable) and for a period of 30 days after such deliverythe Claim Date, the Escrow Agent shall make no cancellation delivery to Parent of any portion of the Indemnification Escrow Fund pursuant to Section 6.6 7.6 (other than Agreed-Upon Losses as described below) unless the Escrow Agent shall have received written authorization from the Stockholder Securityholders’ Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, shall make delivery of cash from the Escrow Fund equal to the amount of Losses claimed in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6Officer’s Certificate, provided that no such cancellation payment or delivery may be made if the Stockholder Securityholders’ Representative shall object in a written statement to the claim made in the Officer’s CertificateCertificate (an “Objection Notice”), and provided further that, to be effective, such statement shall have been Objection Notice must (A) be delivered to the Indemnified Party and the Escrow Agent and to Buyer prior to 5:00 p.m. (California time) on the expiration 30th day following the Claim Date of such 30-day period. Officer’s Certificate (bsuch deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) In case and (B) set forth in reasonable detail the Stockholder nature of the objections to the claims in respect of which the objection is made. Notwithstanding the foregoing, the Securityholders’ Representative shall so hereby waives the right to object in writing to any claim or claims by Buyer made 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, Buyer shall have 30 days to respond Certificate in a written statement respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt set forth in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereofthis Section 7.6(b). (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) If the Securityholders’ Representative (or the Indemnifying Party(s), in accordance with a final, non-appealable order of a court of competent jurisdiction the event that indemnification is being sought hereunder directly from such Indemnifying Party(s)) does not object in writing (a “Final Decision”as provided in Section 7.6(b)(i). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory ) to the Escrow Agent claims contained in an Officer’s Certificate prior to the effect Objection Deadline for such Officer’s Certificate, such failure to object shall be an irrevocable acknowledgment by the Securityholders’ Representative and the Indemnifying Party(s) that the order Indemnified Party is final entitled to the full amount of the claims for Losses set forth in such Officer’s Certificate (and non-appealable. The Escrow Agent will act on such court order entitlement shall be conclusively and legal opinion without further questionirrefutably established).

Objections to Claims. (a) At With respect to claims for Damages made by a Pumatech Indemnified Party, at the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall concurrently be delivered to the Stockholder Representative. For Shareholders’ Agent (as defined in Section 10.10 below) and for a period of 30 at least thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Shares pursuant to Section 6.6 10.5 or 10.6, as applicable, unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders’ Agent to make such delivery. After the later of (i) the expiration of the Escrow Period or (ii) the expiration of such 30 minimum thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Shares in the Escrow Fund in accordance with Section 6.6, provided that no such cancellation may be made if 10.6. If the Stockholder Representative Shareholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Pumatech prior to the expiration of such the thirty (30-) day periodperiod following delivery of the Officer’s Certificate to the Escrow Agent and the Shareholders’ Agent, the disputed claim shall be resolved pursuant to Section 10.9 hereof. (b) In case With respect to claims for Damages made by a Synchrologic Indemnified Party, after the Stockholder Representative later of (i) the expiration of the Escrow Period or (ii) the expiration of thirty (30) days following delivery of any Agent’s Certificate to Pumatech, Pumatech shall so reimburse the Damages in accordance with Section 10.6. If Pumatech shall object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection claim made in the Agent’s Certificate, and such statement shall have been delivered to the Shareholder’s Agent prior to the expiration of the Stockholder Representative. If after such thirty (30-) day period there remains a dispute as following delivery of the Agent’s Certificate to any claimsPumatech, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer should so agree, a memorandum setting forth such agreement disputed claim 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties resolved pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question10.9 hereof.

Objections to Claims. (a) At the time of delivery of any Officer’s Indemnification Certificate to the Escrow Agent, Buyer the Pre-Merger Company Stockholder Representative shall deliver a duplicate copy of such Officer’s Indemnification Certificate to Parent and the Pre-Merger Parent Representative, and the Pre-Merger Parent Representative shall deliver a duplicate copy of such Indemnification Certificate to Parent and the Pre-Merger Company Stockholder Representative. For a period of 30 ten (10) days after such delivery, the Escrow Agent shall make no cancellation representative of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of party not delivering the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative Certificate shall either consent or object in a written statement to the claim made in the Officer’s Indemnification Certificate, and such statement shall have been be delivered to the Escrow Agent Agent, Parent and to Buyer prior to the expiration representative of such 30the party that has delivered the Indemnification Certificate (either the Pre-day period. (b) 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 so object in writing within the ten (10) day period to any claim or claims by Buyer made in any Officer’s the Indemnification Certificate, Buyer the representative of the party that has delivered the Indemnification Certificate shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder Representativesuch 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 and Buyer shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with party that has delivered the Indemnification Certificate to receive Indemnification Shares in respect to each of such the disputed claims. If the Pre-Merger Parent Representative and the Pre-Merger Company Stockholder Representative and Buyer 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 cancelthe Pre-Merger Parent Stockholders, as applicable, upon the case may be, such portion end of the Indemnification Escrow Survival Period, in accordance with the terms thereof. (c) of such memorandum and subject to Section 8.10. If no agreement can be reached after good faith negotiation between the parties pursuant to this Section 6.7(b)8.8, then the Escrow Agent will release the Indemnification Shares to the Pre-Merger Company Stockholders or cancelthe 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 case may be, the disputed portion of the Indemnification Escrow, only: (i) independent accountant as provided in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionSection 8.9.

Objections to Claims. (a) At the time For a period of thirty (30) days from and after delivery of any Officer’s Certificate to the Escrow Stockholders’ Agent, Buyer Acquiror shall deliver a duplicate copy take no action regarding the portion of such the Escrow Fund hereof and/or the Offset equal to the amount of Damages set forth in the Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent Acquiror shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such deliveryretain the applicable portion of the Escrow Fund and/or the Offset. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer Acquiror shall retain the applicable portion of the Indemnification Escrow Fund and/or the Offset in accordance with Section 6.69.3 hereof and the Target Stockholders shall no longer be entitled to receive such amount hereunder, provided that no such cancellation retention may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished to Acquiror and the Escrow Stockholders’ Agent. The Escrow Agent Acquiror shall be entitled to rely on any such memorandum and shall release or cancel, as retain the case may be, such applicable portion of the Indemnification Escrow Fund and/or the Offset in accordance with the terms thereof. (c) If thereof and such amount shall no agreement can longer be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory payable to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionTarget Stockholders.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholder Representative. For Stockholders’ Agent by PURCHASER and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or other property pursuant to Section 6.6 12.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 6.612.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders’ Agent and Buyer PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the PURCHASER Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Stockholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Shares pursuant to Section 6.6 9.5 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Shares in the Escrow Fund in accordance with Section 6.69.5, provided that no such cancellation delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case At the Stockholder Representative time of delivery of any Stockholders' Agent Certificate to the Escrow Agent, a duplicate copy of such Stockholders' Agent Certificate shall so object be delivered to the Acquiror and for a period of thirty (30) days after such delivery, the Escrow Agent shall not deliver any Escrow Shares to Acquiror for any Damages incurred by Acquiror to the extent of the claim set forth in writing such Stockholders' Agent Certificate and shall not release any Escrow Shares to any claim or claims by Buyer made in any Officer’s Certificatethe Stockholders, Buyer unless the Escrow Agent shall have 30 days received written authorization from Acquiror to respond deliver or release the Escrow Shares to the Stockholders. After the expiration of such thirty (30) day period, the Escrow Agent shall deliver such Escrow Shares to Acquiror or Stockholders, as applicable, provided that no delivery or release may be made if Acquiror shall object in a written statement to the objection of claim made in the Stockholder Representative. If after Stockholders' Agent Certificate, and such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer statement shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory have been delivered to the Escrow Agent and to the effect that Stockholders' Agent prior to the order is final and non-appealable. The Escrow Agent will act on expiration of such court order and legal opinion without further questionthirty (30) day period.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Stockholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or other property pursuant to Section 6.6 11.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 6.611.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s 's Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders' Agent and Buyer PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders' Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall 40 45 be entitled to rely on any such memorandum and shall release distribute the PURCHASER Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For Securityholder Agent (as defined in Section 9.3(g)) and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery to Acquiror of the Indemnification Escrow any shares of Acquiror Common Stock pursuant to Section 6.6 9.3(d)(i) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Securityholder Agent to make such delivery. After the expiration of such 30 day thirty (30)-day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on shares of Acquiror Common Stock from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.69.3(d)(i) hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day period. (bii) In case At the Stockholder Representative time of delivery of any Securityholder Certificate and for a period of thirty (30) days after such delivery, Acquiror shall so make no delivery to the Securityholder Agent of any cash pursuant to Section 9.3(d)(ii) hereof. After the expiration of such thirty (30)-day period, Acquiror shall make delivery of cash in accordance with Section 9.3(d)(ii) hereof, provided that no such payment or delivery may be made if Acquiror shall object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of claim made in the Stockholder Representative. If after Securityholder Certificate, and such 30-day period there remains a dispute as statement shall have been delivered to any claims, Securityholder prior to the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each expiration of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereofthirty (30) day period. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time For a period of thirty (30) days from and after delivery of any Officer’s Certificate to the Escrow Stockholders’ Agent, Buyer Acquiror shall deliver a duplicate copy not instruct the Escrow Agent to release from the Escrow Fund the portion of such the Escrow Amount equal to the amount of Damages set forth in the Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent Acquiror shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such deliverydo so. After the expiration of such 30 thirty (30) day period, Acquiror may instruct the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable to release such portion of the Indemnification Escrow in accordance with Section 6.6Amount and the stockholders of Target shall no longer be entitled to receive such amount hereunder, provided that no such cancellation instruction may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished to Acquiror and the Escrow Stockholders’ Agent. The Escrow Agent Acquiror shall be entitled to rely on any such memorandum and shall instruct the Escrow Agent to release or cancel, as cash from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If thereof and such amount shall no agreement can longer be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory payable to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionstockholders of Target.

Objections to Claims. (ai) At the time For a period of thirty (30) days from and after delivery of any Officer’s Certificate to the Escrow Stockholders’ Agent, Buyer Acquiror shall deliver a duplicate copy take no action regarding the portion of such the Escrow Fund hereof and/or the Offset equal to the amount of Damages set forth in the Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent Acquiror shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such deliveryretain the applicable portion of the Escrow Fund and/or the Offset. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer Acquiror shall retain the applicable portion of the Indemnification Escrow Fund and/or the Offset in accordance with Section 6.68.3 hereof and the Target Stockholders shall no longer be entitled to receive such amount hereunder, provided that no such cancellation retention may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (bii) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished to Acquiror and the Escrow Stockholders’ Agent. The Escrow Agent Acquiror shall be entitled to rely on any such memorandum and shall release or cancel, as retain the case may be, such applicable portion of the Indemnification Escrow Fund and/or the Offset in accordance with the terms thereof. (c) If thereof and such amount shall no agreement can longer be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory payable to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionTarget Stockholders.

Objections to Claims. (a) At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Escrow Claim Certificate shall be delivered to the Stockholder Representative. For Shareholders’ Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Parent Common Stock and/or cash pursuant to Section 6.6 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders’ Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Parent Common Stock and/or cash in accordance with Section 6.68.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders’ Agent shall object in a written statement to the claim made in the Officer’s Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Parent prior to the expiration of such thirty (30-) day period; and provided further that if Shareholders’ Agent shall only object to a portion of the claim, the Escrow Agent shall pay to Parent the uncontested portion of the claim. (b) In case the Stockholder Representative Shareholders’ Agent shall so object in writing to any claim or claims by Buyer Parent made in any Officer’s Escrow Claim Certificate, Buyer which objection shall state in reasonable detail the basis for such objection, Parent shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Shareholders’ Agent and Buyer Parent shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders’ Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Parent Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Acquiror Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Acquiror Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Shareholders' Agent (defined in Section 8.8 below) and for a period of 30 forty-five (45) days after such deliverydelivery to the Escrow Agent of such Certificate, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Acquiror Common Stock or other property pursuant to Section 6.6 8.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 forty-five (45) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 6.68.5 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Acquiror Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such 30forty-five (45) day period. (b) In case Within 45 days of the Stockholder Representative time of delivery of any Target Certificate to Acquiror, Acquiror shall so issue to the Target Indemnified Parties shares of Acquiror Common Stock in accordance with Section 8.5 hereof; provided that no such payment or delivery shall be made under this Section 8.6(b) if Acquiror shall object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of claims made in the Stockholder Representative. If after Target Certificate provided that such 30-day period there remains a dispute as statement shall have been delivered to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days Shareholders' Agent prior to agree upon the rights of the respective parties with respect to each expiration of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereofforty-five (45) day period. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder RepresentativeREBA Stockholders' Agent (as defined below). For a period of 30 days thirty (30) xays after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Acquiror Common Stock or other property pursuant to Section 6.6 8.4 hereof or the Escrow Agreement unless the Escrow Agent shall have received written authorization from the Stockholder Representative REBA Stockholders' Agent to make such delivery. After the expiration of such 30 ox xxch thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 6.68.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative REBA Stockholders' Agent shall so object in writing to any claim or claims clxxxx by Buyer Acquiror made in any Officer’s 's Certificate, Buyer Acquiror shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeREBA Stockholders' Agent. If after such thirty (30-) day period there remains rxxxxns a dispute as to any claims, the Stockholder Representative Shareholders' Agent and Buyer Acquiror shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative REBA Stockholders' Agent and Buyer Acquiror should so agree, a memorandum setting sexxxxg forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Acquiror Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For Securityholder Agent (as defined in Section 7.2(g)) and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery to Parent of the Indemnification any Escrow Amounts pursuant to Section 6.6 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Securityholder Agent to make such delivery. After the expiration of such 30 day thirty (30)-day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on shares of Parent Common Stock from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.67.2(d) hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day thirty (30)-day period. -40- (f) Resolution of Conflicts; Arbitration. (bi) In case the Stockholder Representative Securityholder Agent shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Securityholder Agent and Buyer Parent shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Securityholder Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute shares of Parent Common Stock from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (cii) If no such agreement can be reached after good faith negotiation between negotiation, either Parent or the Securityholder Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties pursuant an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 6.7(b)7.2(e) hereof, then the Escrow Agent will release shall be entitled to act in accordance with such decision and make or cancelwithhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, as judgment, decree or order awarded by the case arbitrators. (iii) Judgment upon any award rendered by the arbitrators may bebe entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the disputed portion shareholders of the Indemnification EscrowCompany as represented by the Securityholder Agent shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, only:the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration. (i) In the event that the Merger is approved, effective upon such vote, and without further act of any Principal Shareholder, Xxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the “Securityholder Agent”) for each Principal Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters’ rights under California Law), for and on behalf of the Principal Shareholders, to give and receive notices and communications, to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in accordance satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with joint orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the Principal Shareholders from time to time upon not less than thirty (30) days prior written instructions notice to Parent; provided that the Securityholder Agent may not be removed unless holders of Buyer a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Securityholder Agent, and the Stockholder Representative; orSecurityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the Principal Shareholders. (ii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in accordance with a final, non-appealable order good faith and in the exercise of a court of competent jurisdiction (a “Final Decision”)reasonable judgment. Any Final Decision will be accompanied by a legal opinion of counsel for The Principal Shareholders on whose behalf the presenting party satisfactory Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent to and hold the effect that Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the order is final part of the Securityholder Agent and non-appealable. The Escrow Agent will act on such court order arising out of or in connection with the acceptance or administration of the Securityholder Agent’s duties hereunder, including the reasonable fees and expenses of any legal opinion without further questioncounsel retained by the Securityholder Agent.

Objections to Claims. (a) At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Escrow Claim Certificate shall be delivered to the Stockholder Representative. For Shareholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Parent Common Stock and/or cash pursuant to Section 6.6 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Parent Common Stock and/or cash in accordance with Section 6.68.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Parent prior to the expiration of such thirty (30-) day period; and provided further that if Shareholders' Agent shall only object to a portion of the claim, the Escrow Agent shall pay to Parent the uncontested portion of the claim. (b) In case the Stockholder Representative Shareholders' Agent shall so object in writing to any claim or claims by Buyer Parent made in any Officer’s Escrow Claim Certificate, Buyer which objection shall state in reasonable detail the basis for such objection, Parent shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Shareholders' Agent and Buyer Parent shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders' Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Parent Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At If the time Seller Representative shall deliver a written objection to a Parent Notice to Parent and the Escrow Agent within the seven (7) calendar day period after Parent or Purchaser’s delivery thereof, then Parent and the Seller Representative shall use their good faith efforts to resolve such dispute. If Parent and the Seller Representative resolve such dispute, the parties shall deliver a written notice to the Escrow Agent directing the delivery to Parent of delivery the number of shares of Parent Common Stock in the Escrow Account having a Fair Market value equal to the mutually agreed Damages. For purposes of this Agreement and the Escrow Agreement, the “Fair Market Value” of one share of Parent Common Stock shall equal the Parent Per Share Value as of the date immediately preceding the applicable Parent Notice. In the event that no objection is made by the Seller Representative as provided herein, the Seller Representative, and the Seller shall have irrevocably waived any Officer’s Certificate right to object to such Parent Notice, and the Escrow Agent shall deliver to Parent the number of shares of Parent Common Stock in the Escrow Account having a Fair Market value equal to the Damages requested in the Parent Notice. (ii) If timely notice of such an objection is given and Parent and the Seller Representative are unable to resolve the applicable dispute within thirty (30) days after the Seller Representative objects to such Parent Notice, either Parent or the Seller Representative may, by written notice to the other and the Escrow Agent, Buyer shall deliver a duplicate copy demand arbitration of such Officer’s Certificate dispute. Any such arbitration shall be conducted by JAMS/Endispute, Inc. or such other alternative dispute service (“Arbitration Service”) as shall be reasonably acceptable to Parent and the Stockholder Seller Representative. For a period The Arbitration Service shall select one (1) arbitrator reasonably acceptable to both Parent and the Seller Representative who shall be expert in the area in dispute. The decision by the arbitrator shall be binding and conclusive and, notwithstanding any other provisions of 30 days after such deliverythis Section 8.4, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative to make such delivery. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow act in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then such decisions and make delivery of the Escrow Agent will release or cancelFund in accordance therewith. The arbitration shall be held in New York, as New York. The costs of any such arbitration shall be borne one-half for the case may be, account of Parent and one-half by the disputed portion Seller (out of the Indemnification Escrow, only: (i) Escrow Fund to the extent available after all claims have been satisfied and shares released). Judgment upon any award rendered by the arbitrator may be entered in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a any court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionjurisdiction.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholder RepresentativeShareholders’ Agent. For a period of 30 twenty (20) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Acquiror Common Stock, cash or other assets pursuant to Section 6.6 9.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders’ Agent to make such delivery. After the expiration of such 30 twenty (20) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Acquiror Common Stock in the Escrow Fund in accordance with Section 6.69.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such 30-twenty (20) day period. (b) In case the Stockholder Representative Shareholders’ Agent shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 twenty (20) days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders’ Agent. If after such 30-twenty (20) day period there remains a dispute as to any claims, the Stockholder Representative Shareholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 twenty (20) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders’ Agent and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Acquiror Common Stock or cancel, as other assets from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to Seller or, if the Stockholder RepresentativeRelease Date shall have occurred, but an indemnification claim is asserted by Buyer Indemnified Persons for Damages pursuant to Section 6.2, Buyer shall deliver an Officer’s Certificate directly to Seller asserting its claim for Damages. For a period of 30 days after such delivery, (i) the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Funds pursuant to Section 6.6 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Seller to make such delivery, and (ii) Buyer shall make no offset pursuant to Section 2.3(h) hereof against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3. After the expiration of such 30 day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Escrow Funds in accordance with Section 6.66.6 and Buyer may make offset pursuant to Section 2.3(h) against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3, provided that no such cancellation payment may be made or offset taken if the Stockholder Representative Seller shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative Seller shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder RepresentativeSeller. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative Seller and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties parties (c) with respect to each of such claims. If the Stockholder Representative Seller and Buyer 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 or cancel, as the case may be, distribute such portion of the Indemnification Escrow Fund in accordance with the terms thereof. Similarly, Buyer shall be entitled to rely on any such memorandum and affect an offset pursuant to Section 2.3(h) against any monies otherwise earned and payable or earnable by Seller pursuant to Section 2.3. (cd) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), ) then (1) Buyer may only affect an offset pursuant to Section 2.3(h) and (2) the Escrow Agent will release or cancel, as the case may be, make payment with respect to the disputed portion of the Indemnification Escrowamount of such Damages, only: (i) in accordance with joint written instructions of Buyer and the Stockholder RepresentativeSeller; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) 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 delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered by the Indemnified Party to the Stockholder Representative. For Shareholder Representative (and the Indemnifying Party, if applicable) (the date of such delivery, the “Claim Date”) and for a period of 30 45 days after such deliverythe Claim Date, the Escrow Agent shall make no cancellation delivery to Parent of any portion of the Indemnification Escrow pursuant to Section 6.6 Fund unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such 30 45 day period, the Parent shall be entitled to instruct the Escrow Agent shall, to release to the Parent from the Escrow Fund an amount in its capacity as transfer agent value equal to the amount of Buyer, cancel on Losses set forth in the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, Officer’s Certificate; provided that no such cancellation payment or delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s CertificateCertificate (an “Objection Notice”); provided further that, and to be effective, such statement shall have been Objection Notice must (A) be delivered to Parent and the Escrow Agent prior to 5:00 p.m. Pacific time on the 45th 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 Buyer the claims in respect of which the objection is made. (ii) If the Shareholder Representative (or the Indemnifying Party(s), in the event that indemnification is being sought hereunder directly from such Indemnifying Party(s)) does not object in writing (as provided in Section 7.6(b)(i)) to the claims contained in an Officer’s Certificate prior to the expiration of Objection Deadline for such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer such failure to object shall have 30 days to respond in a written statement be an irrevocable acknowledgment by the Shareholder Representative and the Indemnifying Party(s) that the Indemnified Party is entitled to the objection full amount of the Stockholder Representative. If after claims for Losses set forth in such 30-day period there remains a dispute as to any claims, the Stockholder Representative Officer’s Certificate (and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer should so agree, a memorandum setting forth such agreement entitlement shall be prepared conclusively 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with the terms thereofirrefutably established). (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At A copy of the time of delivery of any 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, Buyer . The Indemnifying Party shall deliver a duplicate copy have twenty (20) Business Days after delivery of such an Officer’s Certificate in which to object, in whole or in part, to the Stockholder Representativeindemnification claim(s) set forth in the Officer’s Certificate. For Objection shall be made by a period [****] = 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 30 days after 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) prior to 5:00 p.m. Pacific Time on the last day of such deliverytwenty (20) Business Day period. In the case of indemnification claims involving a claim against the Escrow Fund, if compliant objection in writing is made and timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and Seller agree that the Escrow Agent shall make no cancellation delivery to the Indemnified Party of any portion of the Indemnification Escrow Fund pursuant to Section 6.6 7.2(d) unless the Escrow Agent shall have received written authorization from the Stockholder Representative Indemnifying Party to make such delivery. After If compliant objection in writing is not made or is not timely delivered in accordance with the requirements of this Section 7.2(g), Purchaser and Seller shall require the Escrow Agent, as promptly as practicable following the expiration of such 30 day twenty (20) Business Day period, to pay to the Indemnified Party, from the Escrow Agent shallFund, an amount in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement cash equal to the claim made amount of Losses claimed against the Escrow Fund in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such 30-day period. (b) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow in accordance with Section 7.2(f); provided, that where the terms thereof. (c) If basis for a claim is that the Indemnified Party anticipates that it will pay, incur, sustain and/or accrue a Loss, no agreement can payment will be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then made from the Escrow Agent will release or cancelFund for such Loss unless and until such Loss is actually paid, as the case may beincurred, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionsustained and/or accrued.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer the Acquiror shall also deliver a duplicate copy of such Officer’s Certificate to the Stockholder RepresentativeStockholders’ Agent. For a period of 30 thirty (30) days after delivery of such deliveryOfficer’s Certificate, the Escrow Agent shall make no cancellation payment of amounts from the Indemnification Escrow Fund pursuant to Section 6.6 9.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such deliverypayment. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make payment of the Indemnification amounts in the Escrow Fund in accordance with Section 6.69.4 hereof, provided that no such cancellation payment may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquiror prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer Acquiror made in any Officer’s Certificate, Buyer Acquiror shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Stockholders’ Agent and Buyer Acquiror shall attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute the case may be, such portion of amounts in the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between Notwithstanding anything to the parties pursuant to contrary in this Section 6.7(b)9.5 or in Section 9.6, then the Escrow Agent will release or cancel, as the case may be, the disputed portion shall make payment of the Indemnification Escrow, only: (i) amounts in the Escrow Fund in accordance with joint written instructions Section 9.4 hereof if the Damages described in the Officer’s Certificate are of Buyer and the Stockholder Representative; or nature described in Section 9.2(b)(ii) or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”iii). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Transfer Agent, Buyer the NGH shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Pre-Merger PLKD Shareholder Representative. For a period of 30 thirty (30) days after such delivery, the Escrow Transfer Agent shall make no cancellation not issue any instructions to PLKD’s transfer agent regarding issuance of the Indemnification Escrow Shares pursuant to Section 6.6 8.7 unless the Escrow Transfer Agent shall have received written authorization from the Stockholder Pre-Merger PLKD Shareholder Representative to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Transfer Agent shall, in its capacity as shall instruct PLKD’s transfer agent of Buyerto issue to the Pre-Merger NGH Shareholders on a pro rata basis, cancel on the stock Records of Buyer as promptly as practicable, the applicable portion of the Indemnification Escrow Shares in accordance with Section 6.68.7, provided that no such cancellation delivery may be made if the Stockholder Pre-Merger PLKD Shareholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Transfer Agent and to Buyer the NGH prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Pre-Merger PLKD Shareholder Representative shall so object in writing to any claim or claims by Buyer the NGH made in any Officer’s Certificate, Buyer the NGH shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder Pre-Merger PLKD Shareholder Representative. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Pre-Merger PLKD Shareholder Representative and Buyer the NGH shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Pre-Merger PLKD Shareholder Representative and Buyer the NGH 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 Transfer Agent. The Escrow Transfer Agent shall be entitled to rely on any such memorandum and shall release instruct PLKD’s transfer agent regarding the termination of reserve or cancel, as the case may be, such portion issuance of the Indemnification Escrow Shares in accordance with the terms thereofof such memorandum. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b8.8(b), then the Escrow Transfer Agent will release or cancel, as instruct PLKD’s transfer agent regarding the case may be, the disputed portion issuance of the Indemnification EscrowShares to the Pre-Merger NGH Shareholders on a pro rata basis, only: (i) in accordance with joint written instructions of Buyer the NGH and the Stockholder Pre-Merger PLKD Shareholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Transfer Agent to the effect that the order is final and non-appealable. The Escrow Transfer Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For Shareholder Representative and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery to Parent of the Indemnification any Escrow Amounts pursuant to Section 6.6 7.3(d) unless the Escrow Agent shall have received written authorization from the Stockholder Shareholder Representative to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on cash from the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.67.3(d) hereof; provided, provided however, that no such cancellation delivery may be made if the Stockholder Shareholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall contain specific bases upon which such objection is being made and shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day period. (bi) In case the Stockholder Shareholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s 's Certificate, Buyer shall have 30 days to respond in a written statement to the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Stockholder Shareholder Representative and Buyer Parent shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Shareholder Representative and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, Parent and the Shareholder Representative and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute cash from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (cii) If no such agreement can be reached after good faith negotiation between negotiation, either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the Loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties pursuant agree to Section 6.7(b)arbitration, then and in either such event the Escrow Agent will release matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Shareholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or cancelarbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the disputed portion cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the Indemnification Escrowarbitrator or majority of the three arbitrators, only: (ias the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.3(e) hereof, the Escrow Agent shall be entitled to act in accordance with joint such decision and make or withhold delivery of cash from the Escrow Fund in accordance therewith. Such decision shall be written instructions and shall be supported by written findings of Buyer fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (iii) Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clarx Xxxnty, California, USA under the rules then in effect of the American Arbitration Association. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order administrative fee of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionAmerican Arbitration Association.

Objections to Claims. (ai) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 thirty (30) days after such deliverydelivery of an Officer's Certificate to the Onex Stockholder Representative, the members of the Non-Onex Stockholder Representative Committee and Escrow Agent, the Escrow Agent shall make no cancellation not distribute any portion of the Indemnification Indemnity Escrow pursuant to Section 6.6 Fund unless the Escrow Agent shall have received written authorization from the Onex Stockholder Representative and the Non-Onex Stockholder Representative Committee to make such deliverydistribution. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, shall deliver cash from the Indemnity Escrow Fund equal to the amount of Losses claimed in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6such Officer's Certificate, provided that no such cancellation payment or delivery may be made if the either Stockholder Representative shall object in a written statement to the claim made in the such Officer’s Certificate's Certificate (an "OBJECTION NOTICE"), and such statement Objection Notice shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day period. The amount objected to by a Stockholder Representative in an Objection Notice is referred to as a "DISPUTED AMOUNT." (bii) In case If Buyer objects to the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to 's Certificate delivered by either the objection of the Stockholder Representative. If after such 30-day period there remains a dispute as to any claims, the Onex Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon or the rights of the respective parties with respect to each of such claims. If the Non-Onex Stockholder Representative and Buyer 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 or cancel, Committee (as the case may be), it shall deliver a written statement of such portion objection (a "BUYER OBJECTION NOTICE") to the applicable Stockholder Representative within thirty (30) days after receipt of such Officer's Certificate by Buyer. Buyer shall not be obligated to deliver payment in respect of such Losses allocable to the Indemnification Escrow Indemnifying Stockholders represented by such notifying Stockholder Representative until resolution of such disputed claim in accordance with the terms thereofSection 8.3(f) below. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder Representative. For Stockholders' Agent and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or other property pursuant to Section 6.6 11.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 6.611.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders' Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s 's Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders' Agent and Buyer PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders' Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the PURCHASER Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time of delivery of any Officer’s Certificate Claim Notice from Buyer to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate Claim Notice will be delivered to the Stockholder Representative. For Seller and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall will make no cancellation delivery of the Indemnification Escrow pursuant to Section 6.6 Fund unless the Escrow Agent shall have received written authorization from the Stockholder Representative Seller to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent shall make delivery of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.67.4(d) hereof, provided provided, that no such cancellation payment may be made if the Stockholder Representative Seller shall object in a written statement to the claim made in the Officer’s CertificateClaim Notice, and such statement shall have has been delivered to the Escrow Agent and to Buyer prior to the expiration of such thirty (30-) day period. (bii) In case the Stockholder Representative shall so object Seller has timely objected in writing to any claim or claims by Buyer made in any Officer’s CertificateClaim Notice, Buyer shall will have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeSeller. If after such thirty (30-) day period there remains a dispute as to any claimsclaims made in any Claim Notice, the Stockholder Representative Seller and Buyer shall will attempt in good faith for 60 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Seller and Buyer should so agree, a memorandum setting forth such agreement shall will be prepared and signed by both parties and, if applicable, shall and will be furnished to the Escrow Agent. The Escrow Agent shall will be entitled to rely on any such memorandum and shall release or cancel, as will distribute the case may be, such portion of cash from the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholder RepresentativeStockholders’ Agent. For a period of 30 forty-five (45) days after such delivery, the Escrow Agent shall make no cancellation of the Indemnification Escrow disbursements pursuant to Section 6.6 8.4 unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such delivery. After the expiration of such 30 forty-five (45) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification funds from the General Escrow Fund in accordance with Section 6.68.4; provided, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Xxxxx.xxx prior to the expiration of such 30forty-five (45) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer Xxxxx.xxx made in any Officer’s Certificate, Buyer Xxxxx.xxx shall have 30 forty-five (45) days Table of Contents to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent. After the expiration of such forty-five (45) day period, if Xxxxx.xxx has not responded to the objection of the Stockholders’ Agent, with a copy to the Escrow Agent, Xxxxx.xxx shall be deemed to have accepted any counterclaims and/or objections asserted by Stockholders’ Agent in such Stockholders’ Agent’s objection letter and the Escrow Agent shall make no delivery of funds from the Escrow Fund for such claims that remain in dispute between Xxxxx.xxx and the Stockholders’ Agent. If Xxxxx.xxx has properly responded and after such 30forty-day five (45)-day period there remains a dispute as to any claimsclaim made in any Officer’s Certificate, the Stockholder Representative Stockholders’ Agent and Buyer Xxxxx.xxx shall attempt in good faith for 60 sixty (60) days to agree upon the rights under this Article VIII of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer Xxxxx.xxx should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release or cancel, as distribute the case may be, such portion of the Indemnification General Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), 8.5(b) then the Escrow Agent will release make payment or cancel, as the case may be, distribution with respect to the disputed portion of the Indemnification Escrow, amount of such Damages only: (i) in accordance with joint written instructions of Buyer Xxxxx.xxx and the Stockholder RepresentativeStockholders’ Agent; or (ii) in accordance with a final, non-appealable final order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory arbitrator or mediator in an arbitration or mediation brought according to the procedures set forth in the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further questionAgreement.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of Within 30 days after such deliverydelivery of a Claim Notice, the Security Holders' Agent shall provide written notice (the "CERTIFICATE OF OBJECTION") to 8x8 and the Escrow Agent shall make no cancellation of his objections, if any, to the Indemnification Escrow pursuant Claim Notice. (i) If the Security Holders' Agent fails to Section 6.6 unless deliver the Certificate of Objection to 8x8 and the Escrow Agent within such time period, 8x8 shall have be entitled to receive the Claimed Amount, or if such Claimed Amount relates to a third party claim, the Damages paid to such third party offset or reduced by the amount of any insurance proceeds or tax benefits actually received written authorization by 8x8 in connection with the Damages from the Stockholder Representative Escrow Fund in accordance herewith. (ii) If the Security Holders' Agent delivers a Certificate of Objection to make such delivery. After the expiration of such 30 day period, 8x8 and the Escrow Agent shall(it being understood that Escrow Agent may rely on such Certificate of Objection for the purposes of refusing to make any disbursement), in its capacity the amounts shall not be released from the Escrow Fund until such time as transfer agent of Buyer(A) joint written instructions (the "JOINT INSTRUCTIONS"), cancel on executed by the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6Security Holders' Agent and 8x8, provided that no such cancellation may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been are delivered to the Escrow Agent and to Buyer prior directing the Escrow Agent to the expiration manner and amount of such 30-day period. any disbursement to be made, (bB) In case the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement order from an arbitrator or arbitrators issued pursuant to the objection 2(b)(iii) below or (C) a certified copy of the Stockholder Representative. If after such 30-day period there remains a dispute as final unappealable order or judgment of a court of competent jurisdiction determining that an amount is due to any claims, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, shall be furnished 8x8 is delivered to the Escrow Agent. The Escrow As used in this Agreement, a Claim Notice for which no Certificate of Objection from the Security Holders' Agent shall be entitled is received, Joint Instructions, arbitrator's order or court judgment are referred to rely on any collectively as the "APPLICABLE RELEASE DOCUMENT." As used in this Agreement, the Claimed Amount in a Claim Notice for which no Certificate of Objection from the Security Holders' Agent is received, or the amount specified in such memorandum and shall release Joint Instructions, arbitrator's order, or cancelcourt judgment, as the case may be, is the "INDEMNITY AMOUNT" with respect to such portion of the Indemnification Escrow in accordance with the terms thereofclaim. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholder RepresentativeShareholders' Agent. For a period of 30 thirty (30) days after such -63- delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow pursuant to Section 6.6 Acquirer Common Stock or other property unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Acquirer Common Stock or other property in the Escrow Fund in accordance with Section 6.69.4 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Acquirer prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Shareholders' Agent shall so object in writing to any claim or claims by Buyer Acquirer made in any Officer’s 's Certificate, Buyer Acquirer shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Shareholders' Agent and Buyer Acquirer shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders' Agent and Buyer Acquirer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Acquirer Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time For a period of twenty (20) Business Days from and after delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such deliveryCompany, the Escrow Agent shall make no cancellation of the Indemnification Escrow pursuant not deliver to Section 6.6 unless Acquirer cash from the Escrow Agent Fund with respect to the Losses claimed in such Officer’s Certificate unless Acquirer shall have received written authorization from the Stockholder Representative Company to make distribute such deliverycash from the Escrow Fund. After the expiration of such 30 day twenty (20) Business Day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on shall deliver to Acquirer the stock Records of Buyer the applicable portion of the Indemnification Escrow Fund in accordance with Section 6.66.2(d) hereof and the Company shall no longer be entitled to receive such amount hereunder, provided that no such cancellation delivery may be made if the Stockholder Representative Company shall object object, in a written statement delivered to 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 and to Buyer prior to the expiration of such 30-day twenty (20) Business Day period. (bii) In case the Stockholder Representative Company shall so object in writing to any claim or claims by Buyer Acquirer made in any Officer’s Certificate, Buyer Acquirer shall have 30 days twenty (20) Business Days to respond in a written statement to the objection of the Stockholder RepresentativeCompany. If after such 30-day twenty (20) Business Day period there remains a dispute as to any claims, the Stockholder Representative Company and Buyer Acquirer shall attempt in good faith for 60 days thirty (30) Business Days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Company and Buyer Acquirer should so agree, a memorandum setting forth such agreement shall be prepared by Acquirer and signed by both parties and, if applicable, shall be furnished to the Escrow AgentCompany and Acquirer. The Acquirer and the Escrow Agent shall be entitled to rely on any such memorandum and shall retain or release or cancel, as the case may be, such portion of cash from the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time of delivery of any Officer’s Certificate to the Escrow AgentClaim Notice by any Parent Indemnified Person, Buyer shall deliver a duplicate copy of such Officer’s Certificate Claim Notice shall be delivered to the Stockholder RepresentativeShareholders' Agent. For a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow Parent Shares or other property pursuant to Section 6.6 11.3(h) hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Shareholders' Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification Parent Shares or other property in the Escrow Fund in accordance with Section 6.611.3(h) hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Shareholders' Agent shall object in a written statement to the claim made in the Officer’s CertificateClaim Notice, and such statement shall have been delivered to the Escrow Agent and to Buyer Parent prior to the expiration of such thirty (30-) day period. (bii) In case the Stockholder Representative Shareholders' Agent shall so object in writing to any claim or claims by Buyer Parent made in any Officer’s CertificateClaim Notice, Buyer Parent shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeShareholders' Agent. If after such thirty (30-) day period there remains a dispute as to any claims, the Stockholder Representative Shareholders' Agent and Buyer Parent shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Shareholders' Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the Parent Shares or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (a) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholder Representative. For Stockholders’ Agent by PURCHASER and for a period of 30 thirty (30) days after such delivery, the Escrow Agent shall make no cancellation delivery of the Indemnification Escrow PURCHASER Common Stock or other property pursuant to Section 6.6 Paragraph 2 hereof unless the Escrow Agent shall have received written authorization from the Stockholder Representative Stockholders’ Agent to make such delivery. After the expiration of such 30 thirty (30) day period, the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion shall make delivery of the Indemnification PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 6.6Paragraph 2 hereof, provided that no such cancellation payment or delivery may be made if the Stockholder Representative Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer PURCHASER prior to the expiration of such thirty (30-) day period. (b) In case the Stockholder Representative Stockholders’ Agent shall so object in writing to any claim or claims by Buyer PURCHASER made in any Officer’s Certificate, Buyer PURCHASER shall have 30 thirty (30) days to respond in a written statement to the objection of the Stockholder RepresentativeStockholders’ Agent (receipt of which objection must be acknowledged in writing by the Stockholders’ Agent). If after such thirty (30-) day period there remains a dispute as to any claims, then the Stockholder Representative Stockholders’ Agent and Buyer PURCHASER shall attempt in good faith for 60 sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Stockholders’ Agent and Buyer PURCHASER should so agree, a memorandum setting forth such agreement shall be prepared and jointly signed by both parties and, if applicable, and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall release distribute the PURCH ASER Common Stock or cancel, as other property from the case may be, such portion of the Indemnification Escrow Fund in accordance with the terms thereof. (c) If no agreement can The Escrow Agent shall be reached after good faith negotiation between the parties pursuant entitled to Section 6.7(b), then conclusively assume (without any inquiry) that any certificate or notice required to be delivered under this Paragraph 3 to the Escrow Agent will release and PURCHASER or cancel, Stockholders’ Agent (as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance was received by such other party concurrent with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on Agent’s receipt of such court order and legal opinion without further questioncertificate or notice.

Objections to Claims. (a) At the time For a period of twenty (20) calendar days from and after delivery of any Officer’s 's Certificate to the Escrow AgentParent and Seller, Buyer Purchaser shall deliver a duplicate copy of such Officer’s Certificate to the Stockholder Representative. For a period of 30 days after such delivery, the Escrow Agent shall make take no cancellation of action regarding the Indemnification Escrow pursuant to Section 6.6 Holdback hereof unless the Escrow Agent Purchaser shall have received written authorization from Parent or Seller to retain such portion of the Stockholder Representative to make such deliveryIndemnification Holdback. After the expiration of such 30 twenty (20) day period, Purchaser shall retain the Escrow Agent shall, in its capacity as transfer agent of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow Holdback or other property in the Indemnification Holdback in accordance with Section 6.68.3 hereof and Seller shall no longer be entitled to receive such amount hereunder, provided that no such cancellation retention may be made if the Stockholder Representative Parent and Seller shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Buyer Purchaser prior to the expiration of such 30-twenty (20) day period. (b) In case the Stockholder Representative Parent and Seller shall so object in writing to any claim or claims by Buyer Purchaser made in any Officer’s 's Certificate, Buyer Purchaser shall have 30 twenty (20) calendar days to respond in a written statement to the objection of the Stockholder RepresentativeParent and Seller. If after such 30-twenty (20) day period there remains a dispute as to any claims, the Stockholder Representative Parent, Seller and Buyer Purchaser shall attempt in good faith for 60 thirty (30) calendar days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative Parent and Buyer Seller and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared by Purchaser and signed by both parties andPurchaser, if applicable, shall be furnished to the Escrow AgentParent and Seller. The Escrow Agent Purchaser shall be entitled to rely on any such memorandum and shall release or cancel, as retain the case may be, such portion of cash from the Indemnification Escrow Holdback in accordance with the terms thereof. (c) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 6.7(b), then the Escrow Agent will release or cancel, as the case may be, the disputed portion of the Indemnification Escrow, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent will act on such court order and legal opinion without further question.

Objections to Claims. (ai) At the time of delivery of any Officer’s Certificate 's Certificate, or Notice of Loss if applicable, to the Escrow Agent, Buyer shall deliver a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholder Representative. For , and for a period of 30 thirty (30) days after such deliverydelivery or, in the case of Losses specified in the Officer's Certificate as "properly accrued" or "reasonably anticipated," thirty (30) days after delivery of the Notice of Loss, the Escrow Agent shall make no cancellation delivery to Parent of the Indemnification any Escrow Amount pursuant to Section 6.6 ------- 7.3(f) hereof unless the Escrow Agent shall have received written authorization ------ from the Stockholder Representative to make such delivery. After the expiration of such 30 the applicable thirty (30) day period, the Escrow Agent shallshall pay to Parent from the Escrow Fund an amount in cash equal to the Losses claimed in the Officer's Certificate, in its capacity as transfer agent and/or Notice of Buyer, cancel on the stock Records of Buyer the applicable portion of the Indemnification Escrow in accordance with Section 6.6Loss if applicable, provided that no such cancellation payment may be made if the Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and/or Notice of Loss if applicable, and such statement shall have been delivered to the Escrow Agent and to Buyer prior to the expiration of such the applicable thirty (30-) day period. (bii) In case the event that a claim is made by the Indemnified Parties directly against one or more of the Principal Stockholders, after the expiration of a period of thirty (30) days after the delivery of an Officer's Certificate, or Notice of Loss if applicable, to the Stockholder Representative, such Principal Stockholders shall make delivery of cash equal to the amount of Losses claimed in the Officer's Certificate, or Notice of Loss if applicable, provided that no such payment or delivery may be made if the Stockholder Representative shall so object in writing to any claim or claims by Buyer made in any Officer’s Certificate, Buyer shall have 30 days to respond in a written statement to the objection claim made in the Officer's Certificate, and such statement shall have been delivered to the Indemnified Parties prior to the expiration of the Stockholder Representative. If after such applicable thirty (30-) day period there remains a dispute as to any claimsperiod. (iii) Notwithstanding the foregoing, the Stockholder Representative and Buyer shall attempt in good faith for 60 days to agree upon the rights calculation of the respective parties with respect to each of such claims. If the Stockholder Representative and Buyer 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 or cancel, as the case may be, such portion of the Indemnification Escrow Net Liabilities at Closing in accordance with the terms thereof. (c) If no agreement can of Section 7.6 hereof shall ----------- be reached after good faith negotiation between the conclusive and binding on all parties pursuant to Section 6.7(b)this Agreement, then the Escrow Agent will release or cancel, as the case may be, the disputed portion and none of the Indemnification EscrowParent, only: (i) in accordance with joint written instructions of Buyer and the Stockholder Representative; or (ii) in accordance with a final, non-appealable order nor the Principal Stockholders shall have any further right to challenge such calculation of a court of competent jurisdiction (a “Final Decision”). Any Final Decision will be accompanied by a legal opinion of counsel for the presenting party satisfactory Net Liabilities at Closing, whether pursuant to the Escrow Agent to the effect that the order is final and non-appealableterms of this Section 7.3 or otherwise. The Escrow Agent will act on such court order and legal opinion without further question.-----------