Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a), Acquirer and the Shareholders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the Shareholders’ Agent shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersSecurityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall reclaim an amount of cash from the Indemnity Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSecurityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersSecurityholders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersSecurityholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Securityholders’ Agent. Upon receipt of Acquirer shall be entitled to conclusively rely on any such instruction, the Escrow Agent memorandum and Acquirer shall distribute to Acquirer reclaim an amount of cash from the Indemnity Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersSecurityholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersIndemnifying Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Indemnity Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersSecurityholders’ Agent (on behalf of the Company SecurityholdersIndemnifying Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Indemnifying Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Indemnity Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Indemnifying Holders within five Business Days following resolution of such claims and in accordance with each such Indemnifying Holder’s Pro Rata Share of such portion of the Indemnity Escrow Fund.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSellers’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim an Officer’s Certificate within by delivering an effective Objection Notice prior to the 30-day period set forth in Section 9.6(a)Objection Deadline, Acquirer Acquiror and the ShareholdersSellers’ Agent shall attempt in good faith for 60 forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersSellers’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared, prepared and signed by both parties, which Settlement Memorandum shall be final and conclusive and binding on the parties and delivered not subject to appeal. In the event such Settlement Memorandum relates to a claim against the Indemnity Escrow Shares, Acquiror and Sellers’ Agent shall submit joint written instructions to the Escrow Agent. Upon receipt of such instruction, Agent to release the Indemnity Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund Shares in accordance with the terms of such joint written instruction. (c) If no such agreement can Settlement Memorandum and this Agreement. In the event the amount to be reached during paid to Acquiror on behalf of the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent may bring an arbitration in accordance with Indemnified Persons under the terms of Section 10.11 any such Settlement Memorandum exceeds the amount of Indemnity Escrow Shares then held by the Escrow Agent, or if such Settlement Memorandum relates to resolve a claim for recovery directly from the matter. The decision Sellers, Acquiror (or at the request of Acquiror, the Sellers’ Agent) shall use commercially reasonable efforts to, within five (5) Business Days after the date of the arbitrator Settlement Memorandum or as to promptly as reasonably practicable thereafter, notify the validity Sellers of their indemnification obligations with respect thereto, and amount each such Seller shall promptly, and in no event later than ten (10) Business Days after delivery of any claim in such Claim Certificate shall be non-appealablenotice by Acquiror (or the Sellers’ Agent, binding and conclusive upon if applicable) to such Seller, wire transfer to Acquiror, on behalf of the parties hereto and the Company Securityholdersapplicable Indemnified Persons, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or equal to the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with so owed by such suitSeller.

Resolution of Objections to Claims. (a) If the ShareholdersEquityholders’ Agent Representative does not contest, by written notice to AcquirerPurchaser, any claim or claims by Acquirer Purchaser made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer Purchaser shall reclaim an amount of cash from the Escrow Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersEquityholders’ Agent Representative objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Certificate within the 30-day period set forth in Section 9.6(a), Acquirer Purchaser and the ShareholdersEquityholders’ Agent Representative shall attempt in good faith for 60 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and the ShareholdersEquityholders’ Agent Representative shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Purchaser and delivered the Equityholders’ Representative. Purchaser shall be entitled to the Escrow Agent. Upon receipt of conclusively rely on any such instruction, the Escrow Agent memorandum and Purchaser shall distribute to Acquirer reclaim an amount of cash from the Escrow Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer Purchaser or the ShareholdersEquityholders’ Agent Representative may bring an arbitration in accordance with the terms of Section 10.11 10.12 to resolve the matter. The decision of the arbitrator arbitral tribunal as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Selling Securityholders, and Acquirer Purchaser shall be entitled to instruct the Escrow Agent to distribute to Acquirer act in accordance with such decisions and Purchaser shall reclaim an amount of cash from the Escrow Holdback Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator arbitral tribunal may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer Purchaser shall be deemed to be the prevailing party unless the arbitrator arbitral tribunal determines in favor of the ShareholdersEquityholders’ Agent Representative (on behalf of the Company Selling Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Selling Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to a pending but unresolved claim for indemnification that is not awarded to Purchaser upon the resolution of such claim shall be distributed to the Selling Securityholders within five Business Days following resolution of such claim and in accordance with each such Selling Securityholder’s Pro Rata Share of such portion of the Holdback Fund.

Resolution of Objections to Claims. (a) If the ShareholdersSecurityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall reclaim an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSecurityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a7.7(a), Acquirer and the ShareholdersSecurityholders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersSecurityholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Securityholders’ Agent. Upon receipt of Acquirer shall be entitled to conclusively rely on any such instruction, the Escrow Agent memorandum and Acquirer shall distribute to Acquirer reclaim an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b7.7(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersSecurityholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 8.11 to resolve the matter. The decision of the arbitrator arbitrator, which shall include a written factual and legal explanation of such decision) as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersIndemnifying Holders, subject to the right of the parties to appeal any errors of law, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d7.7(d), in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing each party to an such arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing partyexpenses, including attorneys’ fees and costs, reasonably incurred in connection with such suitarbitration. (e) Any portion of the Escrow Fund held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Indemnifying Holders (by check or wire transfer to the account instructions set forth in the Spreadsheet) within five Business Days following resolution of such claims and in accordance with each such Indemnifying Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day 20 Business Day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall Setoff an amount of cash from the Escrow Fund Deferred Payments having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a)such 20 Business Day period, Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. Acquirer shall be entitled to conclusively rely on any such memorandum and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent Acquirer shall distribute to Acquirer Setoff an amount of cash from the Escrow Fund Guaranteed Deferred Payments in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.9 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto and the Company Securityholders, to this Agreement and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer shall Setoff an amount of cash from the Escrow Fund Deferred Payments in accordance therewith. (d) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.5(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non- prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards Acquirer more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Acquirer shall cause the 2013 Guaranteed Deferred Payment and 2014 Guaranteed Deferred Payment to be paid to the Company Securityholders pursuant to Section 1.3 within five (5) Business Days following January 31, 2013 and January 31, 2014, respectively; provided, however, that any portion of the Guaranteed Deferred Payments subject to an outstanding Claim shall not be paid until such Claim is resolved in accordance with this Article 8.

Resolution of Objections to Claims. (a) If the Shareholders’ ' Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent good faith objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer's Certificate within the 30such 20-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the Shareholders’ ' Agent shall attempt in good faith for 60 20 days after Acquirer’s Acquiror's receipt of such written objection to resolve such objection. If Acquirer Acquiror and the Shareholders’ ' Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instruction, memorandum and the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 6020-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6020-day period, either Acquirer Acquiror or the Shareholders’ ' Agent may bring an arbitration suit in the competent courts having jurisdiction in accordance with the terms of Section 10.11 9.9 hereof to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Officer's Certificate shall be non-appealable, binding and conclusive upon the parties hereto to this Agreement and the Company Securityholders, and Acquirer Escrow Agent shall be entitled to instruct act in accordance with such decision and the Escrow Agent to shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(c), in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer's Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards Acquiror more than one-half of the amount in dispute, in which case the Company Securityholders Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ ' fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersIndemnifying Parties’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the such 30-day period set forth in Section 9.6(a8.6(b), Acquirer Acquiror and the ShareholdersIndemnifying Parties’ Agent shall attempt in good faith for 60 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersIndemnifying Parties’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instruction, memorandum and the Escrow Agent shall distribute to Acquirer an amount of cash the Cash Escrow or Stock Escrow from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer Acquiror or the ShareholdersIndemnifying Parties’ Agent may bring an submit the dispute to mandatory, final and binding arbitration in accordance with Section 9.9 below and the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim the relevant Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto to this Agreement and the Company Securityholders, and Acquirer Escrow Agent shall be entitled to instruct act in accordance with such decision and the Escrow Agent to shall distribute to Acquirer an amount of cash and/or stock, as applicable, from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d)8.7, in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, in which case the Company Securityholders Indemnifying Parties shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees and expenses of the arbitrator, the administrative fee of JAMS (“JAMS”) and the fees and expenses of the prevailing partyexpenses, including attorneys’ fees and costs, reasonably incurred in connection with such suitby the other party to the arbitration.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent Seller does not contest, by written notice to AcquirerPurchaser, any claim or claims by Acquirer Purchaser made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer Purchaser shall claim an amount of cash from the Escrow Fund Seller having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent Seller objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Certificate within the 3020-day period set forth in Section 9.6(a9.5(a), Acquirer Purchaser and the Shareholders’ Agent Seller shall attempt in good faith for 60 thirty (30) days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and the Shareholders’ Agent Seller shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Purchaser and delivered Seller. Purchaser shall be entitled to the Escrow Agent. Upon receipt of conclusively rely on any such instruction, the Escrow Agent memorandum and Seller shall distribute to Acquirer an amount of cash from the Escrow Fund indemnify Purchaser in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day thirty (30)-day period for good faith negotiation set forth in Section 9.6(b9.5(b), but in any event upon the expiration of such 60-day thirty (30)-day period, either Acquirer Purchaser or the Shareholders’ Agent Seller may bring an arbitration in accordance with the terms of Section 10.11 10.7 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto Parties (absent manifest error) and the Company Securityholders, and Acquirer Seller shall be entitled to instruct the Escrow Agent to distribute to Acquirer act in accordance with such decision and Purchaser shall claim an amount of cash from the Escrow Fund Seller in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the arbitrator and the prevailing party, including reasonable attorneys’ fees and costs, reasonably incurred in connection with such suit. For purposes of this Section 9.5(d), the party deemed to be the prevailing party will be the party that the arbitrator determines in favor of with respect to more than one-half of the amount in dispute, or if the arbitrator awards exactly one-half of the amount in dispute to each party, in which case neither Purchaser nor Seller shall be deemed to be the prevailing party (and they shall split the fees and expenses of the arbitrator equally).

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall reclaim an amount of cash from the Escrow Indemnification Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Stockholders’ Agent. Upon receipt of Acquirer shall be entitled to conclusively rely on any such instruction, the Escrow Agent memorandum and Acquirer shall distribute to Acquirer reclaim an amount of cash from the Escrow Indemnification Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an submit the dispute to arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Escrow Indemnification Holdback Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersStockholders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Indemnification Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Indemnification Holdback Fund.

Resolution of Objections to Claims. (a) If the ShareholdersCompany Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects raises bona fide good faith objections in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall attempt in good faith for 60 forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall so agree, a joint written instruction setting forth (i) Acquiror shall first retain such agreement shall be prepared, signed by both parties Damages from the Indemnity Holdback Fund and delivered (ii) to the Escrow Agent. Upon receipt extent the amount of such instructionDamages exceeds the amount available in the Indemnity Holdback Fund and such claim is not pursuant to Section 8.2(a)(i) (other than claims based upon a breach of or inaccuracy in any of the Extended Representations or Fundamental Representations) where the Indemnity Holdback Amount is the sole and exclusive remedy, the Escrow Agent Company Holders shall distribute to Acquirer an amount of cash from pay the Escrow Fund in accordance with the terms remainder of such joint written instructionDamages (subject to the limitations set forth in Section 8.2(b)(iv)) in immediately available funds within five (5) Business Days of Acquiror’s request. (cb) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer Acquiror or the ShareholdersCompany Holders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 suit to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination award rendered by a trial court of an arbitrator competent jurisdiction may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.5(c), in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the prevailing non‑prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half applicable court awards Acquiror at least one‑half of the amount in dispute, in which case the Company Securityholders Holders shall be deemed to be the prevailing non‑prevailing party. The non-prevailing non‑prevailing party to an arbitration a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If 9.7.1. In case of an indemnification claim pursuant to Section 9.2, if the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made Sellers Representative in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent good faith objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Officer’s Certificate within the 30such 20-day period set forth in Section 9.6(a)period, Acquirer Purchaser and the Shareholders’ Agent Sellers Representative shall attempt in good faith for 60 20 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and the Shareholders’ Agent Sellers Representative shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and parties, and, if the Purchaser elected to effect the Indemnity Escrow, shall also be delivered to the Escrow Agent. Upon receipt of such instructionThe Purchaser and, if applicable, the Escrow Agent Agent, shall be entitled to conclusively rely on any such memorandum and offset amounts against, or distribute to Acquirer an amount of cash from from, the Escrow Fund Fund, as the case may be, in accordance with the terms of such joint written instructionmemorandum. (c) 9.7.2. In case of an indemnification claim pursuant to Section 9.3, Purchaser and the Sellers Representative shall attempt in good faith for 20 days after Purchaser’s receipt of an Officer’s Certificate to resolve such objection. If Purchaser and the Sellers Representative shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. 9.7.3. If no such agreement pursuant to Sections 9.7.1 or 9.7.2, as the case may be, can be reached during the 6020-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6020-day period, either Acquirer Purchaser or the Shareholders’ Agent Sellers Representative may bring an refer the matter to arbitration in accordance with the terms of Section 10.11 10.10 hereof to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties hereto to this Agreement and (if applicable) the Company SecurityholdersEscrow Agent, and Acquirer Purchaser or the Escrow Agent, as the case may be shall be entitled to instruct act in accordance with such decision and offset or distribute cash, as the Escrow Agent to distribute to Acquirer an amount of cash case may be, from the Escrow Fund in accordance therewith. (d) 9.7.4. Judgment upon any determination of an award rendered by the arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d)9.7.4, in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer the Indemnified Person shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of arbitration awards the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to Indemnified Person more than one-half of the amount in dispute, in which case the Company Securityholders Indemnifying Person shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by the 30-day period following receipt Stockholders’ Agent, then the Stockholders’ Agent will be conclusively deemed to have consented, on behalf of all Effective Time Holders, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, then the Escrow Agent shalland, upon Acquirer’s direction and concurrently with notification without further notice, to have stipulated to the Shareholders’ Agent, distribute to Acquirer an amount entry of cash from the Escrow Fund having a total value equal to the amount of any final judgment for Indemnifiable Damages corresponding to against the Effective Time Holders for such claim or claims as set forth amount in such Claim Certificateany court having jurisdiction over the matter where venue is proper. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the such thirty (30-day period set forth in Section 9.6(a)) Business Day period, Acquirer and the ShareholdersStockholders’ Agent shall attempt and negotiate in good faith for 60 days thirty (30) Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an such amount of cash Escrow Cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day thirty (30) Business Day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 60-day thirty (30) Business Day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration suit in accordance with the terms courts of Section 10.11 the State of California and the Federal courts of the United States of America, in each case, located within Santa Xxxxx county in the State of California to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto to this Agreement and the Company Securityholders, and Acquirer Escrow Agent shall be entitled to instruct conclusively rely and to act in accordance with such decision and the Escrow Agent to shall distribute to Acquirer an such amount of cash Escrow Cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards Acquirer more than one-half of the amount in dispute, in which case the Company Securityholders Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSellers’ Agent objects in writing to any claim or claims by Acquirer Purchaser made in any Claim Officer’s Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Purchaser and the ShareholdersSellers’ Agent shall attempt in good faith for 60 30 days after AcquirerPurchaser’s receipt of such written objection to resolve such objection. If Acquirer Purchaser and the ShareholdersSellers’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instruction, memorandum and the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 6030-day period for good faith negotiation set forth negotiation, then the parties may resolve the dispute in accordance with Section 9.6(b)9.9, but in any event upon and the expiration of such 60-day period, either Acquirer or the Shareholders’ Escrow Agent may bring an arbitration shall be entitled to act in accordance with the terms results of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity such resolution and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d)Article VIII, in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Purchaser shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards Purchaser more than one-half of the amount in dispute, in which case the Company Securityholders Sellers shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (d) The resolution of any objections to claims set forth in an Officer’s Certificate delivered to the Sellers’ Agent following the Escrow Period and during the Subsequent Claims Period shall be conducted in accordance with the procedures set forth in Section 8.5 and this Section 8.6.

Resolution of Objections to Claims. (a) If the ShareholdersCompany Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects raises bona fide good faith objections in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall attempt in good faith for 60 forty-five (45) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall so agree, (i) Acquiror shall retain all or a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt portion of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash Damages from the Escrow Holdback Fund in accordance with and/or (ii) the terms Company Holders shall pay all or a portion of such joint written instructionDamages in immediately available funds within five (5) Business Days of Acquiror’s request. (cb) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer Acquiror or the ShareholdersCompany Holders’ Agent may bring an arbitration suit in accordance with the terms Delaware Court of Section 10.11 Chancery, New Castle County, or to the extent such court declines jurisdiction, first to any federal court, and second to any state court, each located in the Count of Wilmington, State of Delaware to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination award rendered by a trial court of an arbitrator competent jurisdiction may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.5(c), in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the prevailing non‑prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half applicable court awards Acquiror at least one‑half of the amount in dispute, in which case the Company Securityholders Holders shall be deemed to be the prevailing non‑prevailing party. The non-prevailing non‑prevailing party to an arbitration a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Seller (or the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within from and after the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (bDissolution) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer Buyer made in any Claim Officer’s Certificate within the 3020-day period set forth specified in Section 9.6(a)9.5, Acquirer Buyer and Seller (or the ShareholdersStockholders’ Agent from and after the Dissolution) shall attempt in good faith for 60 20 days after AcquirerBuyer’s receipt of such written objection to resolve such objectionclaims. If Acquirer Buyer and Seller (or the ShareholdersStockholders’ Agent from and after the Dissolution) shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. Buyer shall be entitled to rely on any such memorandum and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash may withdraw Shares from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 60-day period for after good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 60the 20-day periodperiod specified in Section 9.6(a), either Acquirer Buyer or Seller (or the ShareholdersStockholders’ Agent may bring an from and after the Dissolution) may, by written notice to the other, demand arbitration of the dispute and, in accordance with such event, the terms of Section 10.11 matter shall be settled by arbitration conducted by a single arbitrator mutually acceptable to resolve the matterBuyer and Seller. The decision of the arbitrator as to the validity and amount of any claim in such Claim Officer’s Certificate shall be non-appealable, binding and conclusive upon the parties hereto to this Agreement (and upon the Company SecurityholdersFinal Stockholders from and after the Dissolution) and, and Acquirer notwithstanding anything in Section 9.5, Buyer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash act in accordance with such decision and make withdrawals from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination Any such arbitration shall be held in Santa Xxxxx County, California under the commercial rules then in effect of an arbitrator may be entered in any court having jurisdictionthe American Arbitration Association. For purposes of this Section 9.6(d9.6(c), in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Buyer shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to awards Buyer more than one-half of the amount in dispute; otherwise, in which case Seller (or the Company Securityholders Final Stockholders from and after the Dissolution) shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees and expenses of the arbitrator, the administrative fee of the American Arbitration Association and the fees and expenses of the prevailing partyexpenses, including attorneys’ fees and costs, reasonably incurred by the other party to the arbitration. Judgment upon any award rendered by the arbitrator may be entered in connection with such suitany court having jurisdiction.

Resolution of Objections to Claims. (a) If the ShareholdersHolders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount shall reclaim a number of cash shares from the Escrow Holdback Shares Fund having a total cash value (based on Average Stock Price) equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersHolders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersHolders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersHolders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Holders’ Agent. Upon receipt Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim a number of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash shares from the Escrow Holdback Shares Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersHolders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Converting Securityholders, and Acquirer shall be entitled to instruct act in accordance with such decision and Acquirer shall reclaim a number of shares from the Escrow Agent Holdback Shares Fund having a cash value equal to distribute to Acquirer an the amount of cash from the Escrow Fund in accordance therewithIndemnifiable Damages determined by such arbitrator. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersHolders’ Agent (on behalf of the Company Converting Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Converting Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the shares in the Holdback Shares Fund held following the Holdback Release Date with respect to each pending but unresolved claim for indemnification that is not awarded to Acquirer upon the resolution of such claim (subject to the resolution of any other unresolved and pending claims for indemnification for which recovery may be made against such shares) shall be issued to the Converting Securityholders within five Business Days following resolution of any such claims and in accordance with each such Converting Securityholder’s share of such portion of the shares in the Holdback Shares Fund as set forth on the Spreadsheet.

Resolution of Objections to Claims. (a) If the ShareholdersSecurityholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3060-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agentdirection, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSecurityholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 3060-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersSecurityholders’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersSecurityholders’ Agent shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersSecurityholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.12 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersSecurityholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the reasonable fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund that is paid by the Escrow Agent to the Paying Agent in accordance with Section 8.1(b) shall be distributed to the Company Securityholders in accordance with their respective Escrow Distribution Pro Rata Shares, subject to the Company Securityholders Payment Procedures.

Resolution of Objections to Claims. (a) If the Shareholders’ ' Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificateprovided in Section 9.5, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount shall reclaim a number of cash shares of Acquirer Common Stock from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) . If the Shareholders’ ' Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30such 20-day period set forth in Section 9.6(a)period, Acquirer and the Shareholders’ ' Agent shall attempt in good faith for 60 45 days after Acquirer’s 's receipt of such written objection to resolve such objection. If Acquirer and the Shareholders’ ' Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agentparties. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer or the Shareholders’ ' Agent may bring an arbitration in accordance with the terms of Section 10.11 suit to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto to this Agreement and in the Company Securityholdersevent (i) Acquirer prevails in such proceeding, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer an amount shall reclaim a number of cash shares of Acquirer Common Stock from the Escrow Fund Fund; and (ii) Acquirer does not prevail, Acquirer shall forthwith cease and desist in accordance therewith. (d) pursuit of such claim and abide by the decision of such trial court and otherwise comply with the applicable provisions of this Agreement concerning the use, maintenance and release of the Escrow Fund. Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having of competent jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards Acquirer more than one-half of the amount in dispute, in which case the Company Securityholders Selling Shareholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ ' fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the 30-day period set forth in Section 9.6(a)Objection Period, Acquirer Acquiror and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 forty-five (45) days after AcquirerAcquiror’s receipt of such written objection (the “Negotiation Period”) to resolve such objection. If Acquirer Acquiror and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instructionmemorandum, and the Escrow Agent shall distribute to Acquirer an amount of cash the Escrow Stock from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached following good faith negotiations during the 60-day period for good faith negotiation set forth in Section 9.6(b)Negotiation Period, but in any event upon the expiration of such 60-day periodthe Negotiation Period, either Acquirer Acquiror or the ShareholdersStockholders’ Agent may bring an submit the dispute to mandatory, final and binding arbitration to be held in Seattle, Washington. The dispute shall be resolved in accordance with Section 7.9 below and the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim the relevant Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer to this Agreement. The Escrow Agent shall be entitled to instruct act in accordance with such decision and the Escrow Agent to shall distribute to Acquirer an amount of cash Escrow Stock from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d)6.5, in any suit arbitration hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, in which case the Company Securityholders Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees and expenses of the arbitrator, the administrative fee of JAMS or its successor (“JAMS”) and the fees and expenses of the prevailing partyexpenses, including attorneys’ fees and costs, reasonably incurred in connection with such suitby the other party to the arbitration.

Resolution of Objections to Claims. (a) If the ShareholdersCompany Holders’ Agent does not contest, by written notice raises bona fide good faith objections in writing to Acquirer, (i) any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the such 30-day period following receipt of the Claim Certificateperiod, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification or (ii) to the Shareholders’ Agentpayment of a claim for Indemnifiable Transaction Expenses, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a), Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall attempt in good faith for 60 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersCompany Holders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instruction, memorandum and the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer Acquiror or the ShareholdersCompany Holders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 suit to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto to this Agreement and the Company Securityholders, and Acquirer Escrow Agent shall be entitled to instruct act in accordance with such decision and the Escrow Agent to shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. In the event the initial payment of a claim for Indemnifiable Transaction Expenses by the Escrow Agent to Acquiror pursuant to Section 5.4(b) is determined, or agreed upon, to be inappropriate, Acquiror shall promptly pay to the Escrow Agent an amount equal to such Indemnifiable Transaction Expenses. (dc) Judgment upon any determination of an arbitrator award rendered by the trial court in accordance with Section 6.9 may be entered in any court having jurisdiction. For purposes of this Section 9.6(d5.5(c), in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than trial court awards Acquiror at least one-half of the amount in dispute, in which case the Company Securityholders Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersHolders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall reclaim an amount of cash from the Escrow Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersHolders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersHolders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersHolders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Holders’ Agent. Upon receipt of Acquirer shall be entitled to conclusively rely on any such instruction, the Escrow Agent memorandum and Acquirer shall distribute to Acquirer reclaim an amount of cash from the Escrow Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersHolders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Escrow Holdback Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersHolders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Holdback Fund (with distributions to Company Stockholders in respect of Company Capital Stock, Non-Employee Optionholders in respect of Vested In the Money Options and Non-Employee Promised Optionholders made through the Paying Agent, and distributions to Employee Optionholders and Employee Promised Optionholders made through Acquirer’s or the Surviving Corporation’s payroll system).

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim delivers such Objection Certificate within the 30-day period following receipt of the Claim CertificateObjection Period, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a), Acquirer Purchaser and the Shareholders’ Agent shall attempt in good faith for 60 45 days after AcquirerPurchaser’s receipt of such written objection Objection Certificate to resolve such objection. If Acquirer Purchaser and the Shareholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties setting forth the approved portion of the Set-off Amount, if any, with respect to the claim and objection so resolved. For the avoidance of doubt, the resolution of a contingent liability set forth in a Claim Certificate and related Objection Certificate (a "Contingent Claim") may be deferred by an agreement between Purchaser and the Shareholders' Agent to wait for the contingency to be finally resolved. (b) After the final resolution of any item specified in an Objection Certificate, Purchaser shall pay to the Paying Agent (for distribution to the Company Securityholders pursuant to their respective Pro Rata Shares) the excess of the Set-off Amount over the approved portion of the Set-off Amount, if any (the "Set-off Excess") less that portion of the Set-off Excess that is determined, in the reasonable judgment of Purchaser, to be necessary to satisfy all unsatisfied or disputed claims for indemnification specified in any Claim Certificate delivered to Shareholders’ Agent prior to the Escrow Agentend of the applicable Set-off Period, if any. Upon receipt Any Set-off Excess after the resolution of all such instruction, objections following the Escrow applicable Set-off Period shall be paid to the Paying Agent shall distribute and distributed to Acquirer an amount of cash from the Escrow Fund Company Securityholders in accordance with the terms of such joint written instructiontheir respective Pro Rata Shares. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or Should Purchaser and the Shareholders’ Agent may bring be unable to agree as to any particular item or items or amount or amounts specified in an Objection Certificate within the time period specified in Section 9.5(a), then Purchaser shall be required to submit the matter to arbitration in accordance with this subsection ‎(c), within 20 Business Days (the terms amount of Section 10.11 indemnification sought in such arbitration, the "Disputed Amount"), unless the amount of the Indemnifiable Damages that is at issue is a Contingent Claim, in which event arbitration shall not be commenced but may be requested by Purchaser only within 20 Business Days after such amount is finally ascertained or both parties agree in writing to resolve arbitration. In the matterevent the matter is submitted to arbitration, it shall be settled by arbitration conducted in English by one arbitrator mutually agreeable to Purchaser and the Shareholders’ Agent. In the event that, within 10 calendar days after submission of any dispute to arbitration as set forth above, Purchaser and the Shareholders’ Agent cannot mutually agree on one arbitrator, then, within 15 calendar days after the end of such 10-calendar day period, Purchaser and the Shareholders’ Agent shall each select one nominee. The two nominees so selected shall select the arbitrator, who shall have relevant experience, to conduct the arbitration. Any such arbitration shall be held in Tel Aviv, Israel, under the Israel Arbitration Law, 5728-1968 (as amended, the “Arbitration Law”). The arbitrator shall not be bound by procedural law or rules of evidence, but will rule consistent with the substantive law of the State of Israel. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fees. The parties agree to use all reasonable efforts to cause the arbitrator to set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator 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 determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and any particular item or items or amount of any claim or amounts specified in such a Claim Certificate shall be non-appealablefinal, binding binding, and conclusive upon the parties hereto Indemnifying Parties (as a single group, if applicable) and the Company SecurityholdersIndemnified Person (the amounts so determined, the “Awarded Indemnifiable Damages”). Such decision with respect to the Awarded Indemnifiable Damages shall be written and Acquirer shall be supported by written findings of fact and conclusions of law which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Any ruling or decision of the arbitrator may be enforced in any court of competent jurisdiction. Either party shall be entitled to instruct appeal to the Escrow Agent to distribute to Acquirer an amount District Court of cash from Tel Aviv any manifest error by the Escrow Fund arbitrator in the application of applicable law in accordance therewith. (d) Judgment upon with Section 29B of the Arbitration Law. This section constitutes an Arbitration Agreement in accordance with the Arbitration Law. In the event of any determination of an arbitrator may be entered in any court having jurisdiction. For purposes contradiction between the provisions hereof and the Arbitration Law, the provisions of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer Agreement shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suitprevail.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersSecurityholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim an Officer’s Certificate within by delivering an effective Objection Notice prior to the 30-day period set forth in Section 9.6(a)Objection Deadline, Acquirer Acquiror and the ShareholdersSecurityholders’ Agent shall attempt in good faith for 60 thirty (30) days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersSecurityholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement (the “Settlement Memorandum”) shall be prepared, prepared and signed by both parties parties, which Settlement Memorandum shall be final and delivered conclusive and binding on the Indemnifying Persons. In the event the amount to be paid to Acquiror on behalf of the Escrow Agent. Upon receipt Indemnified Persons under the terms of any such instructionSettlement Memorandum exceeds the value of the undistributed Holdback Fund, or if such Settlement Memorandum relates to a claim for recovery directly from the Indemnifying Persons, Acquiror (or at the request of Acquiror, the Escrow Agent Securityholders’ Agent) shall distribute use commercially reasonable efforts to, within five (5) Business Days after the date of the Settlement Memorandum or as promptly as reasonably practicable thereafter, notify the Indemnifying Persons of their indemnification obligations with respect to Acquirer such Unobjected Claim, and each such Indemnifying Person shall promptly, and in no event later than ten (10) Business Days after delivery of any such notice by Acquiror (or the Securityholders’ Agent, if applicable) to such Indemnifying Person, wire transfer to Acquiror, on behalf of the applicable Indemnified Persons, an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as equal to the validity and amount of any claim in so owed by such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewithIndemnifying Person. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within the thirty (30-day period ) days following receipt an Indemnified Person’s delivery of the a Claim Certificate, then Acquiror shall reclaim a portion of the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Acquiror Common Stock used to satisfy any Claims under this ARTICLE 8 shall be the Acquiror Stock Price. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. Acquiror shall be entitled to conclusively rely on any such memorandum and delivered to Acquiror shall reclaim a portion of the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent Acquiror may bring an arbitration suit in accordance with the terms courts of Section 10.11 the State of Delaware and the Federal courts of the United States of America, in each case, located within the County of Newcastle in the State of Delaware to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewiththis Agreement. (d) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer the party seeking indemnification shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards such party more than one-half of the amount in dispute, in which case the Company Securityholders other party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agentdirection, distribute to Acquirer an amount of cash and a number of shares of Acquirer Common Stock from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock distributed to satisfy any claims in a Claim Certificate under this Article VIII shall be the Acquirer Stock Price. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersStockholders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersConverting Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer shall reclaim an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersConverting Holders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 3020-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersConverting Holders’ Agent shall attempt in good faith for 60 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersConverting Holders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Converting Holders’ Agent. Upon receipt of Acquirer shall be entitled to conclusively rely on any such instruction, the Escrow Agent memorandum and Acquirer shall distribute to Acquirer reclaim an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersConverting Holders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to act in accordance with such decision and Acquirer shall reclaim an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersConverting Holders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agentdirection, distribute to Acquirer an amount of cash and shares of Acquirer Common Stock (taken pro rata from cash and shares of Acquirer Common Stock (based on Acquirer Stock Price) in such proportions as initially deposited in the Escrow Fund at the Closing) from the Escrow Fund having a total value (calculated by reference to the Acquirer Stock Price) equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash and shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such joint written instruction. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash and shares of Acquirer Common Stock from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held by the Escrow Agent following the First Escrow Release Date or Second Escrow Release Date shall be paid by the Escrow Agent to the Paying Agent for further distribution to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund (with cash and stock allocations thereof as set forth on the Spreadsheet, it being understood and agreed that Unaccredited Stockholders shall first be paid cash and all other Converting Holders shall contribute their Pro Rata Share of the remainder of the Escrow Fund).

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent Seller objects in writing to any claim or claims by Acquirer made in any Claim Officer’s Certificate within the 30-day period set forth in Section 9.6(a)following delivery of the Officer's Certificate, Acquirer and the Shareholders’ Agent Seller shall attempt in good faith for 60 45 days after Acquirer’s 's receipt of such written objection to resolve such objection. If Acquirer and the Shareholders’ Agent Seller shall so agree: (i) with respect to indemnification under Section 9.2(a)(viii), if there are amounts remaining from the Escrow Fundamental Fund, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to the Escrow Agent. Upon receipt Agent reflecting the agreed amount, if any, of such instruction, the Escrow Agent shall distribute indemnifiable amounts under Section 9.2(a)(viii) that are payable to Acquirer (taking into account the limitations of this Article 9). Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow Fundamental Funds in accordance with the terms of such memorandum, and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount (for the avoidance of doubt, Seller shall have direct Liability for any remaining indemnifiable amounts under Section 9.2(a)(viii) resulting from any Litigation Claim not fully recovered from the Escrow Fundamental Fund, subject to the terms of this Agreement, including the limitations of this Article 9); (ii) with respect to indemnification under Sections 9.2(a)(i) through 9.2(a)(vii), if there are amounts remaining from the Escrow General Fund, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent reflecting the agreed amount, if any, of such Indemnifiable Damages that are payable to Acquirer (taking into account the limitations of this Article 9). Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall reclaim an amount of cash from the Escrow General Fund in accordance with the terms of such joint written instruction.memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fund with respect to any such amount; and (iii) thereafter, with respect to Fundamental Claims, a memorandum setting forth any remaining amount agreed upon between the parties as Indemnifiable Damages that are payable to Acquirer (taking into account the limitations of this Article 9) shall be delivered to the Escrow Agent with respect to the Escrow Fundamental Fund. Acquirer shall be entitled to conclusively rely on any such memorandum and Acquirer shall be entitled to reclaim an amount of cash from the Escrow Fundamental Fund in accordance with the terms of such memorandum and Seller shall not have any power or authority to object, and shall not object, to any such claim made by Acquirer or any of the Indemnified Persons against the Escrow Fundamental Fund with respect to any such amount. For the avoidance of doubt, Seller shall have direct Liability for any remaining amount of Indemnifiable Damages resulting from any Fundamental Claim subject to the terms of this Agreement, including the limitations of this Article 9; or (cb) If no such agreement can be is reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer or the Shareholders’ Agent a legal proceeding to resolve such dispute may bring an arbitration be brought in accordance with the terms of Section 10.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith‎10.11 below. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersMembers’ Agent or Acquirer, as applicable does not contest, by written notice to the Members’ Agent, with respect to Acquirer, or Acquirer, with respect to the Members’ Agent, any claim or claims by such Company Indemnified Person or Acquirer Indemnified Person, respectively, made in any Claim Certificate within the 3020-day period following receipt of the Claim Certificate, then (i) with respect to any Acquirer Indemnified Person (I) if prior to the Escrow Release Date, the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agentdirection, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims made by Acquirer Indemnified Persons as set forth in such Claim Certificate, and (II) if on or after the Escrow Release Date, each Converting Holder shall, on a several but not joint basis, pay to the Acquirer Indemnified Person such Converting Holder’s Pro Rata Share of an amount of cash having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate or (ii) with respect to any Company Indemnified Person, Acquirer shall pay to the Members’ Agent (on behalf of the Converting Holders) an amount of cash having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the ShareholdersMembers’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquirer made an Indemnified Person in any Claim Certificate within the 3020-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersMembers’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersMembers’ Agent shall so agreeagree with respect to a Claim Certificate delivered by Acquirer to the Escrow Agent prior to the Escrow Release Date and if any amount remains available in the Escrow Fund as of the date of such agreement, then a joint written instruction setting forth such agreement shall be prepared, signed by both parties and delivered to the Escrow Agent. Upon receipt of such instruction, which joint written instruction shall direct the Escrow Agent shall to distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instruction. If Acquirer and the Members’ Agent shall so agree either (i) with respect to a Claim Certificate delivered by Acquirer on or after the Escrow Release Date or (ii) with respect to a Claim Certificate delivered by the Members’ Agent, the applicable Person(s) required to provide indemnification under this Agreement (an “Indemnifying Person”) shall pay to the Indemnified Person (or to the Members’ Agent on behalf of the Converting Holders in the event the Acquirer is the Indemnifying Person) the agreed amount. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b8.6(b), but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersMembers’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and, with respect to a Claim Certificate delivered by Acquirer to the Escrow Agent prior to the Escrow Release Date and if any amount remains available in the Escrow Fund as of the date of the arbitrator’s decision, Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersMembers’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date shall be paid by the Escrow Agent to the Members’ Agent for further distribution to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Escrow Fund.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then Acquirer shall cancel a number of shares of Acquirer Common Stock held in the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock cancelled to satisfy any claims in a Claim Certificate under this Article V shall be the Acquirer Stock Price. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30-day period set forth in Section 9.6(a5.6(a), Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 45 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered to the Escrow Stockholders’ Agent. Upon receipt Acquirer shall be entitled to conclusively rely on any such memorandum and shall cancel a number of such instruction, shares of Acquirer Common Stock held in the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b5.6(b), but in any event upon the expiration of such 6045-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 7.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders, and Acquirer shall be entitled to instruct act in accordance with such decision and Acquirer shall cancel a number of shares of Acquirer Common Stock held in the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Holdback Fund in accordance therewith. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d5.6(a), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersStockholders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the Holdback Fund held following the Holdback Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed to the Converting Holders within five Business Days following resolution of such claims and in accordance with each such Converting Holder’s Pro Rata Share of such portion of the Holdback Fund.

Resolution of Objections to Claims. (a) If the ShareholdersSecurityholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within the thirty (30-day period ) days following receipt an Indemnified Person’s delivery of the a Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount Acquiror shall reclaim a portion of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Parent Common Stock used to satisfy any Claims under this ARTICLE 8 shall be the Parent Stock Price. (b) If the ShareholdersSecurityholders’ Agent objects in writing to Acquiror to any claim or claims by Acquirer Acquiror made in any Claim Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersSecurityholders’ Agent shall attempt in good faith for 60 sixty (60) days after AcquirerAcquiror’s receipt of such written objection to resolve such objectionobjection(s). If Acquirer Acquiror and the ShareholdersSecurityholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. Acquiror shall be entitled to conclusively rely on any such memorandum and delivered to Acquiror shall reclaim a portion of the Escrow Agent. Upon receipt of such instructionFund, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund or seek direct recourse against Company Stockholders, as applicable, in accordance with the terms of such joint written instructionmemorandum and with the indemnification provisions set forth in this ARTICLE 8. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 60-day period, either Acquirer Acquiror or the ShareholdersSecurityholders’ Agent may bring an arbitration suit in accordance with the terms courts of Section 10.11 the Commonwealth of Massachusetts and the Federal courts of the United States of America, in each case, located within the City of Boston in the Commonwealth of Massachusetts to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewiththis Agreement. (d) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.5(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer the party seeking indemnification shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards such party more than one-half of the amount in dispute, in which case the Company Securityholders other party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent does not contest, by written notice to Acquirerthe other party, any claim or claims by Acquirer Acquiror made in any Claim Certificate within the thirty (30-day period ) days following receipt an Indemnified Person’s delivery of the a Claim Certificate, then Acquiror shall reclaim a portion of the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Holdback Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided, that, the per share value of any shares of Acquiror Common Stock used to satisfy any Claims under this ARTICLE 8 shall be the Acquiror Stock Price. (b) If the ShareholdersStockholders’ Agent objects in writing to any claim or claims by Acquirer Acquiror made in any Claim Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties parties. Acquiror shall be entitled to conclusively rely on any such memorandum and delivered to Acquiror shall reclaim a portion of the Escrow Agent. Upon receipt of such instruction, the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Holdback Fund in accordance with the terms of such joint written instructionmemorandum. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 60-day period, either Acquirer or the Shareholders’ Agent Acquiror may bring an arbitration suit in accordance with the terms courts of Section 10.11 the State of California and the Federal courts of the United States of America, in each case, located within the City of San Francisco in the State of California to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewiththis Agreement. (d) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer the party seeking indemnification shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to trial court awards such party more than one-half of the amount in dispute, in which case the Company Securityholders other party shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Shareholders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent Indemnifying Person objects in writing to any claim or claims by Acquirer the Indemnified Person made in any Claim Certificate within ** ** days after delivery of the 30-day period set forth in Section 9.6(a)Claim Certificate, Acquirer the Indemnified Person and the Shareholders’ Agent Indemnifying Person shall attempt in good faith for 60 ** ** days after Acquirerthe Indemnified Person’s receipt of such written objection to resolve such objection. If Acquirer the Indemnified Person and the Shareholders’ Agent Indemnifying Person shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and delivered to in the Escrow Agent. Upon receipt case of such instructionPurchaser Indemnified Damages, the Escrow Agent Purchaser shall distribute be entitled to Acquirer an amount of cash from offset such Purchaser Indemnifiable Damages against the Escrow Fund Indemnification Funds in accordance with the terms of such joint written instruction. (c) memorandum and this Article X. If no such agreement can be resolution is reached during the 60-** ** day period for good faith negotiation set forth described in Section 9.6(b)10.6(a) hereof, but in any event upon the expiration of such 60-day period, either Acquirer Indemnified Person or the Shareholders’ Agent Indemnifying Person may bring an arbitration suit in accordance with the terms courts of Section 10.11 the State of Delaware and the federal courts of the United States of America, in each case, located within Wilmington County in the State of Delaware, to resolve the matter. The final non-appealable decision of the arbitrator any above-referenced court as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and to this Agreement and, in the Company Securityholderscase of Purchaser Indemnifiable Damages, and Acquirer the Purchaser shall be entitled to instruct offset such Indemnifiable Damages against the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund Indemnification Funds in accordance therewith.with this Article X. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (db) Judgment Final judgment upon any determination of award rendered by an arbitrator above-referenced court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d10.6(b), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer the Indemnified Person shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of trial court awards the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to Indemnified Person more than one-half ** ** of the amount in dispute, in which case the Company Securityholders Indemnifying Person shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersStockholders’ Agent or Acquirer, as applicable, does not contest, by written notice to AcquirerAcquirer or the Stockholders’ Agent, as applicable, any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then then: (X) in the case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall, within 10 days following the end of such period, deliver joint written instructions to the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification instructing the Escrow Agent to (A) release from the Shareholders’ Agent, distribute Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of cash the Claimed Amount with respect to such Claim Certificate, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value equal to the Stock Percentage of such Claimed Amount (rounded to the nearest whole share); and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full amount of such Indemnifiable Damages, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Claimed Amount to the Holder Indemnified Persons. The per share value of any Indemnifiable Damages corresponding shares of Parent Common Stock cancelled to such claim or satisfy any claims as set forth in such a Claim CertificateCertificate under this Article 8 shall be equal to the Specified Price. (b) If the ShareholdersStockholders’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquirer or the Stockholders’ Agent, as applicable, made in any Claim Certificate within the 30-day period set forth in Section 9.6(a8.6(a), Acquirer and the ShareholdersStockholders’ Agent shall attempt in good faith for 60 days after Acquirer’s or the Stockholders’ Agents’, as applicable, receipt of such written objection to resolve such objection. If Acquirer and the ShareholdersStockholders’ Agent shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties Acquirer and delivered the Company (the amount determined to be owed to the Indemnified Persons and set forth in such memorandum, the “Stipulated Amount”) and: (X) in the case of a claim by Acquirer, (i) Acquirer and the Stockholders’ Agent shall deliver joint written instructions to the Escrow Agent. Upon receipt of such instruction, Agent instructing the Escrow Agent shall distribute to: (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of cash the Stipulated Amount, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund in accordance with having a total value equal to the terms Stock Percentage of such joint written instructionStipulated Amount (rounded to the nearest whole share), 66 and (ii) if the cash and shares held in the Escrow Fund are insufficient to cover the full Stipulated Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Stipulated Amount to the Holder Indemnified Persons. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 9.6(b8.6(a), but in any event upon the expiration of such 60-day period, either Acquirer or the ShareholdersStockholders’ Agent may bring an arbitration in accordance with the terms of Section 10.11 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company SecurityholdersConverting Holders (the amount determined by the arbitrator to be owed to the Indemnified Persons, the “Award Amount”), and: (X) in the case of a claim by Acquirer, (i) Acquirer and Acquirer shall be entitled the Stockholders’ Agent shall, within three Business Days following the date of such decision, deliver joint written instructions to instruct the Escrow Agent to distribute instructing the Escrow Agent to: (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of cash the Award Amount, and (B) deliver to the Transfer Agent for cancellation a number of shares of Parent Common Stock from the Escrow Fund having a total value equal to the Stock Percentage of such Award Amount (rounded to the nearest whole share), and (ii) if the cash and shares held in accordance therewiththe Escrow Fund are insufficient to cover the full Award Amount, then, subject to the limitations contained in Section 8.3, each Converting Holder shall pay such Converting Holder’s Pro Rata Share of such shortfall to the applicable Indemnified Person; and (Y) in the case of a claim by the Stockholders’ Agent, Parent or Acquirer shall pay the Award Amount to the Holder Indemnified Persons. (d) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquirer shall be deemed to be the prevailing party unless the arbitrator determines in favor of the ShareholdersStockholders’ Agent (on behalf of the Company SecurityholdersConverting Holders) with respect to more than one-half of the amount in dispute, in which case the Company Securityholders Converting Holders shall be deemed to be the prevailing party. The non-prevailing party (with respect to the Stockholders’ Agent, the Stockholders’ Agent on behalf of the Converting Holders) to an arbitration shall pay its own fees expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the ShareholdersHoldco Equity Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then the Escrow Agent shall, upon Acquirer’s direction and concurrently with notification to the Shareholders’ Agent, distribute to Acquirer an amount of cash from the Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects Parent raises bona fide good faith objections in writing to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within the such 30-day period set forth in Section 9.6(a)period, Acquirer Acquiror and the ShareholdersHoldco Equity Holders’ Agent or Parent, as applicable, shall attempt in good faith for 60 45 days after AcquirerAcquiror’s receipt of such written objection to resolve such objection. If Acquirer Acquiror and the ShareholdersHoldco Equity Holders’ Agent or Parent, as applicable, shall so agree, a joint written instruction memorandum setting forth such agreement shall be prepared, prepared and signed by both parties and and, if a claim is being made by the Acquiror against the Escrow Fund, delivered to the Escrow Agent. Upon receipt of The Escrow Agent shall be entitled to conclusively rely on any such instruction, memorandum it receives and the Escrow Agent shall distribute to Acquirer an amount of cash from the Escrow Fund in accordance with the terms of such joint written instructionmemorandum. (cb) If no such agreement can be reached during the 6045-day period for good faith negotiation set forth in Section 9.6(b)negotiation, but in any event upon the expiration of such 6045-day period, either Acquirer or Acquiror, the ShareholdersHoldco Equity Holders’ Agent or Parent, as applicable, may bring an arbitration in accordance with the terms of Section 10.11 suit to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Securityholders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount of cash from the Escrow Fund in accordance therewith. (dc) Judgment upon any determination of an arbitrator award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 9.6(d8.6(c), in any suit hereunder in which any claim or the amount thereof stated in the Claim Officer’s Certificate is at issue, Acquirer Acquiror shall be deemed to be the non-prevailing party unless the arbitrator determines in favor of the Shareholders’ Agent (on behalf of the Company Securityholders) with respect to more than trial court awards Acquiror at least one-half of the amount in dispute, in which case the Company Securityholders Escrow Fund or Parent, as applicable, shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.