Common use of Resolution Between the Parties Clause in Contracts

Resolution Between the Parties. If the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers’ Representative, the Sellers and such Indemnitee (or, in the case of an Individual Seller Claim, binding on the applicable Seller and such Indemnitee) and a settlement agreement stipulating the amount owed to the Indemnitee shall be signed by the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller), subject to the limitations provided for in Section 8. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) are unable to resolve such dispute within thirty (30) days of receipt of the Response Notice (or such longer period as agreed in writing by the Indemnitee and the Sellers’ Representative(or, in the case of an Individual Seller Claim, the applicable Seller)), either the Indemnitee or the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may bring suit in accordance with Section 14.5 to resolve the dispute. Final judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. Notwithstanding the foregoing, if the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) mutually agree in their sole discretion, Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may submit the dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. If any amount is agreed or determined to be owed to the Indemnitee in accordance with this Section 8.6(e) (such amount, the “Owed Amount”) then Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to pay the Owed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Owed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to release to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy, and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of a Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee. 115

Resolution Between the Parties. If the Sellers’ Representative (or, (x) in the case of an Individual Seller ClaimIndemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating expressly stating that there is a Contested Amount, the Sellers’ Representative (or, (x) in the case of an Individual Seller ClaimIndemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) and the Indemnitee and resolve such dispute, such resolution shall be binding on the Sellers’ Representative (or, (x) in the case of an Individual Seller ClaimIndemnification Matter, the applicable SellerSeller and (y) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers’ Representative, the Sellers and such Indemnitee (or, in the case of an Individual Seller Claima Blocker Indemnification Matter, binding on the applicable Seller Blocker Seller) and such Indemnitee) , and a settlement agreement stipulating the amount owed to such Indemnitee (the Indemnitee “Stipulated Amount”) shall be signed by such Indemnitee, on the Indemnitee one hand, and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller), subject to the limitations provided for in Section 8. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) are unable to resolve such dispute within thirty (30) days of receipt of the Response Notice (or such longer period as agreed in writing by the Indemnitee and the Sellers’ Representative(or, in the case of an Individual Seller Claim, the applicable Seller)), either the Indemnitee or the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may bring suit in accordance with Section 14.5 to resolve the dispute. Final judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. Notwithstanding the foregoing, if the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) mutually agree in their sole discretion, Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may submit the dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. If any amount is agreed or determined to be owed to the Indemnitee in accordance with this Section 8.6(e) (such amount, the “Owed Amount”) then Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to pay the Owed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Owed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to release to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy, and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of a Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller ClaimIndemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) on the other hand, and the Stipulated Amount shall pay become a “Determined Amount” hereunder as of the amount date such settlement agreement is executed or as of such shortfall to other date as may be provided for in the Indemnitee. 115settlement agreement.

Resolution Between the Parties. If the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) Indemnifying Party delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) and the Indemnitee parties shall attempt in good faith to resolve the dispute related to the Contested AmountAmount within thirty (30) Business Days of the date on which the Indemnifying Party delivers such Response Notice (the “Dispute Resolution Period”, and together with the Response Period, the “Dispute Period”). If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) parties resolve such disputedispute within the Dispute Resolution Period, then their such resolution of such dispute shall be binding on the Sellers’ Representative, the Sellers and such Indemnitee (or, in the case of an Individual Seller Claim, binding on the applicable Seller and such Indemnitee) parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the such Indemnitee and the Sellers’ Representative Indemnifying Party, and delivered to the Escrow Agent during the Escrow Period and (or, in if the case of an Individual Seller Claim, the applicable SellerIndemnifying Party is a Selling Shareholder), subject (i) Purchaser shall within five (5) Business Days setoff the Stipulated Amount due to such Indemnitee against the due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the Escrow Agent shall be reduced proportionately; or (ii) during the Escrow Period the parties shall, within five (5) Business Days following the execution of such settlement agreement, jointly execute and deliver to the limitations provided for in Section 8. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) are unable to resolve such dispute within thirty (30) days of receipt of the Response Notice (or such longer period as agreed in writing by the Indemnitee and the Sellers’ Representative(or, in the case of an Individual Seller Claim, the applicable Seller)), either the Indemnitee or the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may bring suit in accordance with Section 14.5 to resolve the dispute. Final judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. Notwithstanding the foregoing, if the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) mutually agree in their sole discretion, Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may submit the dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. If any amount is agreed or determined to be owed to the Indemnitee in accordance with this Section 8.6(e) (such amount, the “Owed Amount”) then Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct Escrow Agent a written notice instructing the Escrow Agent to pay the Owed Stipulated Amount to such Indemnitee from the Escrow Fund, provided that, to the extent that the Stipulated Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable, or satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies)that is/are responsible for satisfying such claim shall, within five (5) Business Days pay the balance of the Stipulated Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Owed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to release subject to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy, and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter limitations set forth in this Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of a Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee. 1158.

Resolution Between the Parties. If the Sellers’ Holder Representative (oror the Parent, in as applicable, delivers to the case of an Individual Seller ClaimPurchaser Indemnified Party or Selling Shareholder Indemnified Party, the applicable Seller) delivers as applicable, a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (orHolder Representative, in or the case of an Individual Seller ClaimParent, the applicable Seller) as applicable, and the Indemnitee Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, shall attempt in good faith to resolve the dispute related to the Contested AmountAmount for a period of at least 45 days after delivery of the Response Notice by the Holder Representative or the Parent, as applicable. If the Indemnitee Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, and the Sellers’ Holder Representative (oror the Parent, in the case of an Individual Seller Claimas applicable, the applicable Seller) resolve such dispute, then their such resolution of such dispute shall be binding on the Sellers’ Representative, the Sellers and such Indemnitee (or, in the case of an Individual Seller Claim, binding on the applicable Seller and such Indemnitee) and a settlement agreement stipulating the amount owed to the Indemnitee Purchaser Indemnified Parties or Selling Shareholder Indemnified Party, as applicable (the “Stipulated Amount”), shall be signed by the Indemnitee Purchaser or Parent, as applicable, and the Sellers’ Representative Holder Representative, and (or, A) in the case event of an Individual Seller Claimindemnification by the Indemnifying Parties (i) during the Escrow Period or the Special IP Escrow Period, (1) the Holder Representative shall notify the Escrow Agent thereof and (2) the Parent shall instruct the 104H Trustee to reduce the Key Executive Indemnity (first from the Key Executive Indemnity that is vested consideration according to the terms of the Holdback Agreement (if any), and if such vested consideration is not sufficient to satisfy such Key Executive’s Indemnity Pro Rata Share of such Losses, then from the Key Executive Indemnity that is not vested consideration) by the aggregate amount of such Key Executive’s Indemnity Pro Rata Share of such Losses (such amount not to exceed in any event in the aggregate the Key Executive’s Indemnity Pro Rata Share of the Aggregate Indemnity Amount) and the Key Executive shall have forfeited such portion of his Key Executive Share Consideration, or (ii) after expiration of the Escrow Period and the Special IP Escrow Period, the applicable Seller), subject to the limitations provided for in Section 8. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) are unable to resolve such dispute Indemnifying Persons shall within thirty (30) calendar days following the execution of receipt such settlement agreement shall transfer to the Purchaser Indemnified Party such number of Consideration Shares equal to the Stipulated Amount (the number of which shall be calculated in accordance with (d)Section 2.06(d)) and any amount in excess of the Response Notice value of the Consideration Shares held by such Indemnifying Person with respect to the Losses shall be paid by such Indemnifying Person in cash, and (or such longer period as agreed B) in writing the event of indemnification by the Indemnitee and the Sellers’ Representative(or, in the case of an Individual Seller ClaimParent, the applicable SellerParent shall within thirty (30) calendar days following the execution of such settlement agreement pay the Stipulated Amount by issuing additional Consideration Shares to the Selling Shareholder Indemnified Parties (the number of which shall be calculated in accordance with (d)Section 2.06(d)). If the Holder Representative and Purchaser or Parent, either as applicable, are unable to resolve the Indemnitee dispute related to the Contested Amount, each of the Holder Representative or the Sellers’ Representative (orPurchaser or the Parent, in as applicable, may refer to the case of an Individual Seller Claim, the applicable Seller) may bring suit dispute for arbitration in accordance with Section 14.5 to resolve the dispute. Final judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. Notwithstanding the foregoing, if the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) mutually agree in their sole discretion, Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may submit the dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. If any amount is agreed or determined to be owed to the Indemnitee in accordance with this Section 8.6(e) (such amount, the “Owed Amount”) then Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to pay the Owed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Owed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to release to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy, and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of a Collective Sellers Claim, the Sellers shall, within ten (10) Business Days following the delivery of such Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (2) in the case of an Individual Seller Claim, the applicable Seller shall pay the amount of such shortfall to the Indemnitee. 11513.06.