Common use of Procedures for Indemnification Clause in Contracts

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall be observed by the Indemnitee and the Stockholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, such Indemnification Claim shall be paid out of the Stock Escrow pursuant to the provisions of the Escrow Agreement.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an the Indemnitee by delivery of a written notice declaration to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such the Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim Claim, the procedures set forth in Section 10.3 10.4 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 days thirty (30) Business Days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, Indemnitor and the Indemnification Claim shall be paid in accordance with subsection (dSection 10.6(c) hereof. If an objection is timely interposed by the Stockholder Representative and Indemnitor, then the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 days Indemnitor shall negotiate in good faith for a period of sixty (60) Business Days from the date (such period is hereinafter referred to as the "Negotiation Period") the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, such Indemnification Claim shall be paid out of the Stock Escrow pursuant to the provisions of the Escrow Agreement.

Procedures for Indemnification. The obligations and liabilities of the parties with respect to an Indemnification Claim shall be subject to the following terms and conditions: (ai) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (bii) If the Indemnification Claim involves a Third Party Claim Claim, the procedures set forth in Section 10.3 8.4 hereof shall also be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (ciii) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (div) hereof. If an objection is timely interposed by the Stockholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11. (div) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudicationotherwise, the Indemnitor shall pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 SECTION 7.4 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.118.14 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim shall be paid out in accordance with the instructions of the Stock Escrow pursuant to the provisions Indemnitee within ten (10) days of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (ai) An indemnification claim made pursuant to Section 12(a) (an "Indemnification Claim Claim") shall be made by an Indemnitee by delivery of a written notice to a designated representative of the Stockholder Representative Indemnitor(s) (the "Indemnitor Representative") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses losses and, in the case of any claim made by a third party (a "Third Party Claim"), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (bii) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall be observed by the Indemnitee and the Stockholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder The Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereofSection 12(b)(iii). If an objection is timely interposed by the Stockholder Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Stockholder Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1112(e). (diii) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim shall be paid out within ten days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall will be made by an Indemnitee by delivery of a written notice declaration to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall will have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall 16.5 hereof will be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall Indemnitor will have 30 ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall will constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, Indemnitor and the Indemnification Claim shall will be paid in accordance with subsection (d) hereofSection 16.4(d). If an any objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall will be resolved by arbitration as provided in Section 10.1118.12 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or Indemnitee, by an arbitration award or by any other final adjudicationotherwise, Indemnitor will pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall be observed by the Indemnitee and the Stockholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 30 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1110.7. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim shall be paid out within ten days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 9.05 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1110.13 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim shall be paid out in accordance with the instructions of the Stock Escrow pursuant to the provisions Indemnitee within ten (10) days of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Any claim for indemnification under Section 7.2 or 7.3 (an "Indemnification Claim Claim") shall be made by an Indemnitee the Party claiming indemnification (the "Indemnitee") by delivery of a written notice to the Stockholder Representative Party against whom indemnification is claimed (the "Indemnitor") requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Third-Party ClaimClaim (as defined below), containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Third-Party Claim. (b) If the Indemnification Claim involves a Third Third-Party Claim Claim, the procedures set forth in Section 10.3 7.5 shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Third-Party Claim, the Stockholder Representative Indemnitor shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object timely shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereofIndemnitor. If an objection is timely interposed by the Stockholder Representative Indemnitor, and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration litigation as provided in Section 10.119.15. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, such Indemnification Claim shall be paid out of the Stock Escrow pursuant to the provisions of the Escrow Agreement.

Procedures for Indemnification. (a) An Indemnification Claim shall will be made by an the Indemnitee by delivery of a written notice declaration to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other relevant information as such Indemnitee shall may have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall 16.5 hereof will be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall Indemnitor will have 30 ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in to the extent reasonable detail given the information available to Indemnitor the basis for such objection. Failure to timely so object shall will constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, Indemnitor and the Indemnification Claim shall will be paid in accordance with subsection (d) hereofSection 16.4(d). If an any objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall will be resolved by litigation, arbitration as provided in Section 10.11or mediation, at the preference of the parties. (d) Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or Indemnitee, by an arbitration award or by any other final adjudicationotherwise, Indemnitor will pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 SECTION 9.4 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11SECTION 10.13 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying in reasonable detail the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 11.4 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object in a timely manner shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereofhereof as a Finally Determined Claim (as that term is defined below). If an objection is timely interposed by the Stockholder Representative Indemnitor, then the Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 shall negotiate in good faith for a period of sixty (60) business days from the date the Indemnitee receives such objectionobjection prior to commencing any formal legal action, suit or proceeding with respect to such dispute shall be resolved by arbitration as provided in Section 10.11Indemnification Claim. (d) Upon final determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, including the taking of all relevant appeals (a "Final Determination"), the Indemnitor shall pay the amount of such Indemnification Claim shall be paid out (a "Finally Determined Claim") within ten (10) days of the Stock Final Determination. The escrow fund then held by the Escrow pursuant to Agent is available for the discharge of the obligations of the Stockholders as Indemnitor hereunder in accordance with the provisions of the Escrow Agreement, and such funds shall be so applied until they are exhausted or the escrow fund is otherwise disposed of as provided by the Escrow Agreement.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Shareholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 11.3 shall be observed by the Indemnitee and the Stockholder Shareholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Shareholder Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Shareholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Shareholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Shareholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1111.11. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Shareholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 9.5 hereof shall be observed by the Indemnitee and the Stockholder Representativeobserved. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors60 Indemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such the Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) business days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1113.9 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitor shall pay the amount of such Indemnification Claim shall be paid out within ten (10) business days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 SECTION 10.05 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11SECTION 11.13 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim within ten (10) days of the date such amount is determined. (e) Any Indemnification Claim to be paid by Satellink Indemnitor to the Cape Fear Indemnitees shall be paid through the issuance to the Cape Fear Indemnitees of shares of Satellink Common Stock. The number of shares of Satellink Common Stock to be issued in respect of an Indemnification Claim shall be paid out determined by: (i) subtracting from $22,805,064 the amount of Losses suffered by the Cape Fear Indemnitees as a result of the Indemnification Claim (the "Reduced Value"); (ii) dividing the Reduced Value by the number of Shares issued in respect of the Mergers with the result of such division being referred to as the "Reduced Share Price"; and (iii) dividing the amount of Losses by the Reduced Share Price with the number of shares resulting from such division being the number of additional shares of Satellink Common Stock Escrow issuable in respect of such Indemnification Claim (the "Additional Shares"). Any Additional Shares shall be issued to the Cape Fear Indemnitees pursuant to the provisions formulas set forth in SECTION 3.01 and cash will be paid in lieu of issuance of fractional Additional Shares pursuant to the formula set forth in SECTION 3.03, provided however, that for purposes of determining the amount of such cash payment, the market value of one share of Satellink Common Stock shall be the Reduced Share Price. (f) Any Indemnification Claim to be paid by the Cape Fear Indemnitors to the Satellink Indemnitees shall be paid through the return to Parent of shares of Satellink Common Stock. The number of shares of Satellink Common Stock to be returned to Parent in respect of an Indemnification Claim shall be determined by dividing the amount of Losses suffered in respect of such Indemnification Claim by $9.00 with the result of such division being the number of shares of Satellink Common Stock to be so returned (the "Returned Shares"). The Returned Shares shall first be deducted from the Escrow Shares and, to the extent the Escrow Shares are not sufficient to satisfy the amount of Returned Shares, by delivery to Parent of a portion of the Escrow Agreementshares of Satellink Common Stock issued to the Cape Fear Indemnitors in respect of the Mergers. The number of Returned Shares to be delivered to Parent by each Cape Fear Indemnitor shall be determined in accordance with the formulas set forth in SECTION 3. 01. To the extent that the number of Returned Shares to be delivered by one or more Cape Fear Indemnitors is not a round number, such Cape Fear Indemnitor shall deliver to Parent a number of Returned Shares equal to the next highest round number of Returned Shares and Parent shall return to such Cape Fear Indemnitor a cash payment determined in accordance with the formula set forth in SECTION 3.03 in respect of such fractional Returned Share. All Returned Shares shall be delivered to Parent duly endorsed in blank or accompanied by a duly executed assignment, free and clear of all liens and encumbrances of any nature whatsoever.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Indemnitor Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 7.4 shall be observed by the Indemnitee and the Stockholder Indemnitor Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Indemnitor Representative shall have 30 45 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Indemnitor Representative and the dispute is not resolved by such Indemnitee and the Stockholder Indemnitor Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.117.10. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, such Indemnification Claim the obligation of the Indemnitors shall be paid out immediately satisfied through the withdrawal from Escrow of the Stock Escrow pursuant to the provisions a sufficient amount of Escrowed Assets as provided in Section 7.2 of this Agreement and the Escrow Agreement.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Indemnitor Representative (as defined in Section 9.10 below) requesting indemnification and specifying in reasonable detail (to the extent then known) the nature and basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. Failure to provide such notice shall constitute a waiver of the Indemnitee's rights to indemnification in respect of such claim for indemnification only to the extent such failure adversely affects the Indemnitor's ability to defend against, minimize or eliminate Losses arising out of such Indemnification Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 9.3 shall be observed by the Indemnitee and the Stockholder Indemnitor Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Indemnitor Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Indemnitor Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Indemnitor Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim shall be paid out within ten days of the date such amount is determined. In the event that the Shareholders are the Indemnitors that are required to pay an Indemnification Claim in accordance with the first sentence of this Section 9.2(d), if the Shareholders beneficially own shares of Acsys Common Stock Escrow pursuant as of such date, the Shareholders shall, if so required by Acsys, pay the amount of such Indemnification Claim by surrender to Acsys of such number of shares of Acsys Common Stock as shall equal the provisions quotient obtained by dividing the amount of such Indemnification Claim by the Average Closing Price; provided, that if the Shareholders do not beneficially own a sufficient number of shares of Acsys Common Stock to pay in full the amount of such Indemnification Claim by surrender of such shares as provided in the preceding clause of this sentence, the Shareholders shall surrender to Acsys such number of shares of Acsys Common Stock as such Shareholders beneficially own and shall pay any remaining balance of the Escrow AgreementIndemnification Amount in cash.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 SECTION 9.04 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.11SECTION 10.14 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim shall be paid out in accordance with the instructions of the Stock Escrow pursuant to the provisions Indemnitee within ten (10) days of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall will be made by an the Indemnitee by delivery of a written notice declaration to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other relevant information as such Indemnitee shall may have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 shall 16.5 hereof will be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative shall Indemnitor will have 30 ten (10) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in to the extent reasonable detail given the information available to Indemnitor the basis for such objection. Failure to timely so object shall will constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all Indemnitors, Indemnitor and the Indemnification Claim shall will be paid in accordance with subsection (d) hereofSection 17.4(d). If an any objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall will be resolved by litigation, arbitration as provided in Section 10.11or mediation, at the preference of the parties. (d) Upon determination of the amount of an Indemnification Claim (including a Third Party Claim), whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or Indemnitee, by an arbitration award or by any other final adjudicationotherwise, Indemnitor will pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Shareholder Representative requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 8.9 shall be observed by the Indemnitee and the Stockholder Shareholder Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Shareholder Representative shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Shareholder Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Shareholder Representative and the dispute is not resolved by such Indemnitee and the Stockholder Shareholder Representative within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.118.11. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Shareholder Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitors shall pay the amount of such Indemnification Claim shall be paid out within ten (10) days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 9.5 hereof shall be observed by the Indemnitee and the Stockholder Representativeobserved. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative Indemnitor shall have 30 thirty (30) calendar days to object to such Indemnification Claim by delivery of a written notice of such objection to such the Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such the Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) business days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.1113.9 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitor shall pay the amount of such Indemnification Claim shall be paid out within ten (10) business days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative requesting indemnification and specifying must specify in reasonable detail the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party ClaimClaim (as hereinafter defined), containing contain (by attachment or otherwise) such other information as the Indemnitee making such Indemnitee Indemnification Claim shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim Claim, the procedures set forth in Section 10.3 13.3 shall be observed by the Indemnitee and the Stockholder Escrow Representative. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Escrow Representative shall have 30 days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Escrow Representative on behalf of all Indemnitors, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Escrow Representative and the dispute is not resolved by such Indemnitee and the Stockholder Escrow Representative within 15 days from the date the Indemnitee receives such objection30-day period, such dispute shall be resolved by arbitration as provided in Section 10.1113.7. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Escrow Representative and the Indemnitee or by an arbitration award or by any other final adjudication, the Indemnitee may set off the amount of such Indemnification Claim shall be paid out against the Escrow Stock in accordance with the Escrow Agreement within 10 days of the Stock Escrow pursuant to the provisions of the Escrow Agreementdate such amount is determined.

Procedures for Indemnification. (a) An Indemnification Claim shall be made by an Indemnitee by delivery of a written notice to the Stockholder Representative Indemnitor requesting indemnification and specifying the basis on which indemnification is sought and the amount of asserted Losses and, in the case of a Third Party Claim, containing (by attachment or otherwise) such other information as such Indemnitee shall have concerning such Third Party Claim. (b) If the Indemnification Claim involves a Third Party Claim the procedures set forth in Section 10.3 SECTION 7.4 hereof shall be observed by the Indemnitee and the Stockholder RepresentativeIndemnitor. (c) If the Indemnification Claim involves a matter other than a Third Party Claim, the Stockholder Representative I Indemnitor shall have 30 thirty (30) days to object to such Indemnification Claim by delivery of a written notice of such objection to such Indemnitee specifying in reasonable detail the basis for such objection. Failure to timely so object shall constitute a final and binding acceptance of the Indemnification Claim by the Stockholder Representative on behalf of all IndemnitorsIndemnitor, and the Indemnification Claim shall be paid in accordance with subsection (d) hereof. If an objection is timely interposed by the Stockholder Representative Indemnitor and the dispute is not resolved by such Indemnitee and the Stockholder Representative Indemnitor within 15 fifteen (15) days from the date the Indemnitee receives such objection, such dispute shall be resolved by arbitration as provided in Section 10.118.14 of this Agreement. (d) Upon determination of the amount of an Indemnification Claim, whether by agreement between the Stockholder Representative Indemnitor and the Indemnitee or by an arbitration award or by any other final adjudication, Indemnitor shall pay the amount of such Indemnification Claim shall be paid out in accordance with the instructions of the Stock Escrow pursuant to the provisions Indemnitee within ten (10) days of the Escrow Agreementdate such amount is determined.