Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contestAny Person who desires to seek indemnification under any part of this Article IX (each, by an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to Acquirerthe party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parentotherwise, then Parent will the amount of such claim shall be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture be an obligation of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properIndemnitor. (b) If Parent objects in writing to any claim or claims by Acquirer made in any If, during the Response Period, an Indemnified Party receives a Claim Certificate within such 20 Business Day periodResponse from the Indemnitor, Acquirer and Parent shall attempt in good faith then for 30 Business Days a period of thirty (30) days (the “Resolution Period”) after Acquirerthe Indemnified Party’s receipt of such written objection Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve such objectionany dispute arising therefrom. If Acquirer and Parent shall so agreesuch dispute is resolved by the parties during the Resolution Period, a memorandum setting forth the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such agreement dispute shall be prepared and signed by both parties. The Escrow Agent shall conclusively deemed to be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms an obligation of such memorandum. (c) Indemnitor. If no the parties are unable agree upon a resolution to such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon dispute prior to the expiration of such 30 Business Day periodthe Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent issue shall be presented to the selection of a mediator. Upon American Arbitration Association in San Francisco, California (the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter“AAA”) for determination. The Final Award arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the arbitrator as to AAA shall govern such arbitration. The written determination of the validity and amount of any claim in a Claim Certificate AAA shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by not subject to any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)appeal. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim Acquiror or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificateas applicable, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing to any claim or claims by Acquirer the Indemnified Person against such party made in any Claim Certificate within thirty (30) days after the delivery of such 20 Business Day periodClaim Certificate (such a written objection, Acquirer a “Claim Objection”), then Acquiror and Parent shall attempt in good faith for 30 Business Days forty-five (45) days after Acquirer’s receipt of such written objection to resolve such objection; provided that a copy of any such Claim Objection delivered by Parent with respect to a claim made during the Escrow Period shall also be to the Escrow Agent. If Acquirer With respect to Claims Certificates delivered by an Acquiror Indemnified Person during the Escrow Period, if Acquiror and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund Shares, subject to this Agreement, in accordance with the terms of such memorandum, which memorandum shall constitute joint written instructions as contemplated by Section 1.4(a) of the Escrow Agreement. If Acquiror or Parent, as applicable, does not deliver a Claim Objection as set forth above within thirty (30) days after the delivery of such Claim Certificate, any claim or claims made in such Claim Certificate shall be deemed accepted as valid Indemnifiable Damages in the amount stated in the Claims Certificate for which the Indemnifying Party is liable under this Article 8, and to the extent such Claim Certificate was delivered by an Acquiror Indemnified Person during the Escrow Period, then the applicable Indemnified Damages set forth in such Claim Certificate shall be disbursed by the Escrow Agent to such Acquiror Indemnified Person on the first Business Day after such thirtieth (30th) day, with such disbursement to be effected as set forth in Section 1.3(f) of the Escrow Agreement. The Escrow Agent shall be entitled to rely on any such failure by Parent to timely deliver a Claim Objection and act in accordance with the foregoing sentence pursuant to Section 1.4(d) of the Escrow Agreement. (cb) If no such agreement can be reached during the 30 Business Day 45-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 45-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer Acquiror or Parent may bring an arbitration suit in accordance with the terms courts of Section 9.9 the State of California and the Federal courts of the United States of America, in each case, located within San Francisco County in the State of California to resolve the matter. The Final Award With respect to Claims Certificates delivered by Acquiror during the Escrow Period, upon the resolution of such suit, the arbitrator as applicable order, judgment or decree shall be delivered to the validity and amount of any claim in a Claim Certificate shall be non-appealableEscrow Agent and, binding and conclusive upon subject to this Agreement, the parties hereto, and the parties Escrow Agent shall be entitled to act in accordance with such decision. The Escrow Agent shall disburse decision pursuant to Section 1.4(c) of the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Agreement. (dc) Judgment upon any award rendered by the arbitrator such court may be entered in any court having jurisdiction. For purposes of this Section 6.6, in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the trial court awards such party more than one-half of the amount in dispute, in which case the other party shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own 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 Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made the Company Holders’ Agent raises good faith objections in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing Dispute Notice to any claim or claims by Acquirer Acquiror made in any Claim Officer’s Certificate within such 20 Business Day periodthe 30-day period set forth in Section 8.4(b), Acquirer Acquiror and Parent the Company Holders’ Agent shall attempt in good faith for 30 Business Days days after AcquirerAcquiror’s receipt of such written objection Dispute Notice to resolve such objection. If Acquirer Acquiror and Parent the Company Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The If the applicable Officer’s Certificate was delivered to the Escrow Agent prior to the expiration of the Indemnification Escrow Period, then the memorandum of agreement shall be delivered to the Escrow Agent and the Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Indemnification Escrow Fund in accordance with the terms of such memorandum. (cb) If no such agreement can be reached during the 30 Business Day 30-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 30-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Company Holders’ Agent may bring an arbitration in accordance with the terms of Section 9.9 suit to resolve the matter. The Final Award decision of the arbitrator trial court as to the validity and amount of any claim in a Claim such Officer’s Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties heretoto this Agreement and the Company Members, and with respect to claims asserted in Officer’s Certificates delivered to the parties Company Holders’ Agent prior to the expiration of the Indemnification Escrow Period, the Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute cash from the Indemnification Escrow Funds as directed by Fund in accordance therewith and Acquiror shall be permitted to set-off against any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Milestone Payment in accordance therewith. (dc) Judgment upon any award rendered by the arbitrator trial court may be entered in any court having jurisdiction. For purposes of this Section 8.5(c), in any suit hereunder, Acquiror shall be deemed to be the non-prevailing party unless the trial court awards Acquiror at least one-half of the amount in dispute, in which case the Company Members shall be deemed to be the non-prevailing party. The non-prevailing party to 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 Parent the recipient of the Claims Certificate does not contest, by written notice to Acquirerthe deliverer of the Claims Certificate, any claim or claims by Acquirer made in any the Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parenttwenty (20) days of receiving same, then Parent the indemnifying parties will be conclusively deemed not to have consented to contest the recovery by Claims Certificate and will promptly satisfy the Indemnified Person of the full amount of Indemnifiable Damages specified claims made therein, as contemplated in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properthis Article VII. (b) If Parent the recipient of a Claims Certificate objects in writing (delivered to the deliverer of the Claims Certificate) to any claim or claims by Acquirer made in any Claim Certificate within such 20 Business Day 20-day period, Acquirer Buyer and Parent the Representative shall attempt in good faith for 30 Business Days 15 days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day 15-day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day 15-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to or parties seeking indemnification under the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Claims Certificate may bring an arbitration suit in accordance with the terms courts of Section 9.9 the Province of Ontario located within the City of Toronto to resolve the matter. The Final Award , except that in the event that Buyer fails to issue Additional Shares as and when required to do so under the terms of the arbitrator as to the validity this Agreement and amount Schedule B (Earnout Guidelines), or Buyer commits a material breach of any claim of its covenants in a Claim Certificate Schedule B (Earnout Guidelines) and fails to cure such breach within the time frame set forth in Schedule B (Earnout Guidelines), such dispute shall be non-appealable, resolved by binding and conclusive upon arbitration in the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction manner set forth on Schedule B (such order or Final Award, a “Final Order”Earnout Guidelines). (d) Judgment upon any award rendered by the arbitrator court may be entered in any court having jurisdiction. For purposes of this Section 7.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the court awards such party more than one-half of the amount in dispute, in which case the other party shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own expenses and the expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any During the thirty (30) calendar day period following the delivery of the Claim Certificate within 20 Business Days after any such (the “Dispute Period”), the Securityholders’ Agent may deliver to Acquirer a written response (and, if applicable, with a copy to the Escrow Agent) (the “Response Notice”) in which it: (i) agrees that the full amount of the Claim Certificate is received by Parentowed to the Indemnified Person (the “Agreed Amount”); (ii) agrees that part, but not all, of the amount of the Claim is owed to the Indemnified Person and is thus an Agreed Amount; or (iii) indicates that no part of the amount of the Claim is owing to the Indemnified Person. Any part of the Claim that is not agreed or deemed agreed to be owing to the Indemnified Person pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not duly given to Acquirer (and, if applicable, the Escrow Agent) prior to the expiration of the Dispute Period, then Parent will the Securityholders’ Agent shall be conclusively deemed to have consented to the recovery by the Indemnified Person of agreed that the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated is owed to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properIndemnified Person and shall be deemed an Agreed Amount. (b) If: (i) a Response Notice agreeing that an Agreed Amount is owed to the Indemnified Person is delivered; or (ii) no Response Notice is delivered during the Dispute Period, then (x) Acquirer shall be entitled to receive payment in cash equal to the full Agreed Amount in accordance with the provisions of Section ‎‎‎8.7 below. (c) If Parent objects in writing to any claim or claims by a Response Notice indicating that there is a Contested Amount is delivered, the Securityholders’ Agent and Acquirer made in any Claim Certificate within such 20 Business Day period, Acquirer and Parent shall attempt in good faith for 30 Business Days thirty (30) calendar days after Acquirer’s receipt delivery of such written objection the Response Notice to resolve such objectionthe dispute related to the Contested Amount. If Acquirer and Parent shall so agreethe Securityholders’ Agent resolve such dispute, a memorandum setting forth such agreement resolution shall be prepared binding on the Securityholders’ Agent, the Indemnified Persons and Indemnifying Parties and a settlement agreement stipulating the amount owed to the Indemnified Person (the “Stipulated Amount”) shall be signed by both partiesAcquirer and the Securityholders’ Agent and, if applicable, delivered to the Escrow Agent. The Escrow Agent If the Stipulated Amount is owed to the Acquirer, then Acquirer shall be entitled to conclusively rely on any such memorandum and receive an amount equal to the Escrow Agent shall distribute such amount from the Escrow Fund Stipulated Amount in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon the expiration of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms provisions of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)‎8.7 below. (d) Judgment upon If the Securityholders’ Agent and Acquirer are unable to resolve the dispute relating to any award rendered by Contested Amount within thirty (30) calendar days after the arbitrator date that the Response Notice is duly given pursuant to the above, then either Acquirer or the Securityholders’ Agent may be entered submit the claim described in any court having jurisdictionthe Claim Certificate to arbitration in accordance with Section ‎9.9.

Resolution of Objections to Claims. (a) If Parent does the Members do not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects object in writing to any claim or claims by Acquirer Buyer made in any Claim such Officer’s Certificate within thirty (30) days after their receipt of such 20 Business Day periodOfficer’s Certificate, Acquirer then Buyer and Parent the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerBuyer’s receipt of such written objection to resolve such objection. If Acquirer Buyer and Parent shall so agree, a memorandum setting forth the Members reach agreement during such agreement shall be prepared and signed by both parties. The Escrow Agent shall be period that Buyer is entitled to conclusively rely on all or any such memorandum portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall distribute such amount be released from the Escrow Fund Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the terms Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of such memorandumfunds from the Escrow Account. (cb) If no such agreement can be reached during the 30 Business Day forty-five (45)-day period for good faith negotiation, but then any of Buyer or the Members may submit the dispute to be determined in any event upon the expiration a court of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration law in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)SECTION 10.10 hereof. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If the Sellers (on behalf of the Seller Indemnifying Parties) do not contest, by written notice to Parent, any claim or claims by Parent (on behalf of the Parent Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent and the Sellers shall promptly prepare, sign and deliver to the Escrow Agent a joint written instruction to distribute to Parent an amount of cash from the Escrow Fund having a total value equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to Acquirerthe Sellers, any claim or claims by Acquirer the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person thirty (30) day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the forfeiture amount of any indemnifiable Damages hereunder corresponding to such amount from the Escrow Fund having a value sufficient to satisfy claim or claims as set forth in such Indemnifiable Damages andClaim Certificate, without further notice, to have stipulated in cash by wire transfer to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properSeller Bank Accounts. (b) If the Sellers (on behalf of the Seller Indemnifying Parties) or Parent objects object in writing to any claim or claims made by Acquirer made a Parent Indemnified Person or Seller Indemnified Person, respectively, in any Claim Certificate within such 20 Business Day periodthe thirty (30) day period set forth in Section 9.6(a), Acquirer Parent and Parent the Sellers shall attempt in good faith for 30 Business Days sixty (60) days after Acquirerthe applicable party’s receipt of such written objection to resolve such objection. If Acquirer Parent and Parent the Sellers shall so agreeagree with respect to a claim by a Parent Indemnified Person, a memorandum joint written instruction setting forth such agreement shall be prepared and signed by both partiesParent and the Sellers and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and joint written instruction, the Escrow Agent shall distribute such to Parent an amount in cash from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day sixty (60) day period for good faith negotiationnegotiation set forth in Section 9.6(b), but in any event upon the expiration of such 30 Business Day sixty (60) day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the disputesuch dispute shall be finally settled by binding arbitration. Neither party may unreasonably withhold consent to the selection The seat, or legal place, of a mediatorarbitration shall be in San Francisco, California. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an Such arbitration shall be conducted in English in accordance with the CPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “Arbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Section 9.9 to resolve 9.6(c) shall be governed by the matterFederal Arbitration Act (9 U.S.C., SECS. 1-16). The Final Award Arbitration Panel shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the arbitrator dispute. The award of arbitration shall be final and binding upon the parties hereto. The Arbitration Panel will award to the prevailing party all costs, fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in any court having jurisdiction thereof. The decision of the Arbitration Panel as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Indemnifying Parties, and the parties Parent shall be entitled act in accordance with such decision. The to instruct the Escrow Agent shall disburse to distribute to Parent an amount in cash from the Escrow Funds as directed by Fund equal to any applicable Final Award or order from a court or other tribunal arbitral award in favor of competent jurisdiction (such order or Final Award, a “Final Order”)Parent. (d) Judgment upon any award rendered by the arbitrator determination of an Arbitration Panel 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, Parent shall be deemed to be the prevailing party unless the Arbitration Panel determines in favor of the Sellers (on behalf of the Seller Indemnifying Parties) with respect to more than one-half of the amount in dispute, in which case the Seller Indemnifying Parties 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. (ai) If the Shareholder Representative delivers an Escrow Claim Objection Notice to Parent does not contestwithin thirty (30) days after receipt from Parent of an Officer’s Certificate pursuant to Section 7.4(a) hereof, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificateevent that indemnification is being sought hereunder directly from an Indemnifying Party, including the forfeiture of if such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects in writing Indemnifying Party shall object to any claim or claims by Acquirer made in any Claim Officer’s Certificate to recover claims directly from such Indemnifying Party within thirty (30) days after delivery of such 20 Business Day periodOfficer’s Certificate, Acquirer the Shareholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith for 30 Business Days after Acquirer’s receipt to agree upon the rights of the respective parties with respect to each of such written objection to resolve such objectionclaims. If Acquirer the Shareholder Representative (or such objecting Indemnifying Party) and Parent shall should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount make distributions from the Escrow Fund in accordance with the terms thereof. In the event that indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party shall pay its Pro Rata Share of such memorandumLosses once the objection has been resolved. (cii) If no such agreement can be reached during the 30 Business Day period for after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Escrow Claim Objection Notice, but such dispute shall be resolved in any event the manner set forth in Section 9.7. Any resolution made pursuant to Section 9.7 hereto shall be final, conclusive and binding upon the expiration parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of such 30 Business Day periodfact and conclusions which shall set forth the award, Acquirer judgment, decree or order awarded by the arbitrator, and Parent will select a mutually-acceptable mediator the Escrow Agent shall be entitled to mediate rely on, and make distributions from the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration Escrow Fund in accordance with with, the terms of Section 9.9 to resolve the mattersuch award, judgment, decree or order as applicable. The Final Award Within thirty (30) days of a decision of the arbitrator as requiring payment by one party to another, such party shall make the validity and amount payment to such other party, including any distributions out of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does not contest, by written notice the Stockholders’ Agent objects to Acquirer, any claim or claims made by Acquirer made Acquiror in any Claim Certificate within 20 Business Days after then the Stockholders’ Agent shall deliver a written notice (a “Claim Dispute Notice”) to Acquiror during the thirty (30)-day period commencing upon delivery to the Stockholders’ Agent of the Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Acquiror in the Claim Certificate. If the Stockholders’ Agent does not deliver a Claim Dispute Notice to Acquiror prior to the expiration of such thirty (30)-day period, then (i) each claim for indemnification set forth in such Claim Certificate is received by Parent, then Parent will shall be conclusively deemed to have consented to been conclusively determined in Acquiror’s favor on the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified terms set forth in the Claim Certificate, including and (ii) if the forfeiture of such amount Escrow Fund remains, then without any further instructions the Escrow Agent shall distribute cash from the Escrow Fund having a value sufficient to satisfy such Acquiror in an amount equal to the amount of any Indemnifiable Damages and, without further notice, corresponding to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount claim or claims as set forth in any court having jurisdiction over the matter where venue is propersuch Claim Certificate. (b) If Parent objects in writing to any claim or claims by Acquirer made in any the Stockholders’ Agent delivers a Claim Certificate within such 20 Business Day periodDispute Notice, Acquirer Acquiror and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days after Acquirer’s receipt of such written objection forty-five (45) calendar days to resolve any objections raised by the Stockholders’ Agent in such objectionClaim Dispute Notice. If Acquirer Acquiror and Parent shall so agreethe Stockholders’ Agent agree to a resolution of one or more objections, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount cash from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement resolution can be reached during the 30 Business Day forty-five (45)-calendar day period for good faith negotiationfollowing Acquiror’s receipt of a given Claim Dispute Notice, but in any event then upon the expiration of such 30 Business Day forty-five (45)-calendar day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate either Acquiror or the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent Stockholders’ Agent may bring an arbitration suit in accordance with the terms of Section 9.9 12.8 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”). (d) Judgment upon any award rendered by the arbitrator may be entered For purposes of this Section 11.6, in any action hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the trial court having jurisdictionawards Acquiror more than one-half of the amount in dispute, in which case the Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such action.

Resolution of Objections to Claims. (a) If the Sellers (on behalf of the Seller Indemnifying Parties) do not contest, by written notice to Parent, any claim or claims by Parent (on behalf of the Parent Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent and the Sellers shall promptly prepare, sign and deliver to the Escrow Agent a joint written instruction to distribute to Parent an amount of cash from the Escrow Fund having a total value equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to Acquirerthe Sellers, any claim or claims by Acquirer the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person thirty (30) day period following receipt of the full amount of Indemnifiable Damages specified in the Claim Certificate, including then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the forfeiture amount of any indemnifiable Damages hereunder corresponding to such amount from the Escrow Fund having a value sufficient to satisfy claim or claims as set forth in such Indemnifiable Damages andClaim Certificate, without further notice, to have stipulated in cash by wire transfer to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properSeller Bank Accounts. (b) If the Sellers (on behalf of the Seller Indemnifying Parties) or Parent objects object in writing to any claim or claims made by Acquirer made a Parent Indemnified Person or Seller Indemnified Person, respectively, in any Claim Certificate within such 20 Business Day periodthe thirty (30) day period set forth in Section 9.6(a), Acquirer Parent and Parent the Sellers shall attempt in good faith for 30 Business Days sixty (60) days after Acquirerthe applicable party’s receipt of such written objection to resolve such objection. If Acquirer Parent and Parent the Sellers shall so agreeagree with respect to a claim by a Parent Indemnified Person, a memorandum joint written instruction setting forth such agreement shall be prepared and signed by both partiesParent and the Sellers and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and joint written instruction, the Escrow Agent shall distribute such to Parent an amount in cash from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (c) If no such agreement can be reached during the 30 Business Day sixty (60) day period for good faith negotiationnegotiation set forth in Section 9.6(b), but in any event upon the expiration of such 30 Business Day sixty (60) day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the disputesuch dispute shall be finally settled by binding arbitration. Neither party may unreasonably withhold consent to the selection The seat, or legal place, of a mediatorarbitration shall be in San Francisco, California. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an Such arbitration shall be conducted in English in accordance with the CPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “Arbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Section 9.9 to resolve 9.6(c) shall be governed by the matterFederal Arbitration Act (9 U.S.C., SECS. 1-16). The Final Award Arbitration Panel shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the arbitrator dispute. The award of arbitration shall be final and binding upon the parties hereto. The Arbitration Panel will award to the prevailing party all costs, fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in any court having jurisdiction thereof. The decision of the Arbitration Panel as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Indemnifying Parties, and the parties Parent shall be entitled act in accordance with such decision. The to instruct the Escrow Agent shall disburse to distribute to Parent an amount in cash from the Escrow Funds as directed by Fund equal to any applicable Final Award or order from a court or other tribunal arbitral award in favor of competent jurisdiction (such order or Final Award, a “Final Order”)Parent. (d) Judgment upon any award rendered by the arbitrator determination of an Arbitration Panel may be entered in any court having jurisdiction.. For purposes of this

Resolution of Objections to Claims. (a) If Parent the Stockholders’ Agent, on behalf of the Contributing Equityholders as the indemnifying party, or Acquirer, as the indemnifying party (as applicable, the “Indemnifying Party”) does not contest, by written notice to Acquirerthe Indemnified Person, any claim or claims by Acquirer Indemnified Person made in any Claim Certificate within 20 the 20-Business Days after Day period following receipt of the Claim Certificate, then (i) if the Contributing Equityholders are the Indemnifying Party, the Escrow Agent shall release the number of shares of Acquirer Common Stock held in 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; provided that the per share value of any shares of Acquirer Common Stock held in the Indemnity Escrow Fund cancelled to satisfy any claims in a Claim Certificate under this Article 8 shall be the Trading Price, (ii) if the Contributing Equityholders are the Indemnifying Party and if the number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund at the time of such claim are insufficient to equal the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate, then the Contributing Equityholders shall pay any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full excess amount of Indemnifiable Damages specified directly to the Acquirer (in the Claim Certificate, including the forfeiture of such amount accordance with their Pro Rata Shares) within ten (10) Business Days from the Escrow Fund having end of the 20-Business Day period following receipt of a value sufficient Claim Certificate (and any shares of Acquirer Common Stock used by any Contributing Equityholder to satisfy such Indemnifiable Damages andContributing Equityholder’s liability (in whole or in part), without further noticeshall be valued at the fair market value of a share of Acquirer Common Stock at the time of such claim (the “Share Value”), to have stipulated and (iii) if the Acquirer is the Indemnifying Party, then Acquirer shall make payment promptly (in cash or Acquirer Common Stock valued at the Share Value) to the entry Contributing Equityholders within 10 Business Days from the end of the 20-Business Day period following receipt of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properClaim Certificate. (b) If Parent the Indemnifying Party objects in writing to any claim or claims by Acquirer an Indemnified Person made in any Claim Certificate within such 20 the 20-Business Day period, period set forth in Section 8.8(a) Acquirer and Parent the Stockholders’ Agent shall attempt in good faith for 30 Business Days 60 days after Acquirerthe Indemnifying Person’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesAcquirer and the Stockholders’ Agent and, if the Contributing Equityholders are the Indemnifying Party, delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from release a number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund in accordance with this Section 8.8 and the terms of such memorandum; provided that the per share value of any shares of Acquirer Common Stock cancelled by the Escrow Agent to satisfy any claims in a Claim Certificate under this Article 8 shall be the Trading Price; provided, further, that the per share value of any shares of Acquirer Common Stock returned to Acquirer by a Contributing Equityholder for cancellation (other than from the Indemnity Escrow Fund) to satisfy any claims in a Claim Certificate under this Article 8 shall be the Share Value. (c) If no such agreement can be reached during the 30 Business Day 60-day period for good faith negotiationnegotiation set forth in Section 8.8(b), but in any event upon the expiration of such 30 Business Day 60-day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Stockholders’ Agent may bring an arbitration a claim in accordance with the terms of Section 9.9 9.11 to resolve the matter. The Final Award decision of the arbitrator a court of competent jurisdiction as to the validity and amount of any claim in a such Claim Certificate shall be non-appealable, binding and conclusive upon the parties heretohereto and the Company Stockholders, and the parties Escrow Agent shall be entitled to act in accordance with such decision. The decision and the Escrow Agent shall disburse release and amount of cash and a number of shares of Acquirer Common Stock held in the Indemnity Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal Fund in accordance therewith and the terms of competent jurisdiction (such order or Final Award, a “Final Order”)this Section 8.8. (d) Judgment upon any award rendered by the arbitrator may be entered For purposes of this Section 8.8(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 court having jurisdictiondetermines in favor of the Stockholders’ Agent (on behalf of the Contributing Equityholders) with respect to more than one-half of the amount in dispute, in which case the Contributing Equityholders shall be deemed to be the prevailing party. The non-prevailing party shall pay its own 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 Parent the Merger Consideration Recipients’ Agent does not contest, by written notice to Acquirer, any claim Claim or claims Claims by Acquirer made in any Claim Certificate within 20 twenty (20) Business Days after any such Claim Certificate is received by Parentthe Merger Consideration Recipients’ Agent, then Parent the Merger Consideration Recipients’ Agent will be conclusively deemed to have consented consented, on behalf of all Merger Consideration Recipients, to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund (subject to the terms and conditions in this Article 8) having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent the Merger Consideration Recipients for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent the Merger Consideration Recipients’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within such 20 twenty (20) Business Day period, Acquirer and Parent the Merger Consideration Recipients’ Agent shall attempt in good faith for 30 thirty (30) Business Days after Acquirer’s receipt of such written objection to resolve such objection. If Acquirer and Parent the Merger Consideration Recipients’ Agent shall so agree, a memorandum setting forth their agreement with respect to the resolution of such agreement Claim shall be prepared and signed by both parties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be has been reached during the 30 thirty (30) Business Day period for good faith negotiation, but in any event upon the expiration of such 30 thirty (30) Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent the Merger Consideration Recipients’ Agent may bring an arbitration proceed in accordance with the terms of set forth in Section 9.9 9.8 to resolve the matter. The Final Award decision of the J.A.M.S. arbitrator as to the validity Company and amount of any claim in a such Claim Certificate shall be non-appealablenonappealable, binding and conclusive upon the parties hereto, to this Agreement and the parties Merger Consideration Recipients and the Escrow Agent shall be entitled to conclusively rely and to act in accordance with such decision. The decision and the Escrow Agent shall disburse distribute such amount from the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)Fund in accordance therewith. (d) Judgment upon For purposes of Section 8.3(c), in any award rendered by proceeding pursuant to Section 9.8, 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 may awards Acquirer more than one-half of the amount in dispute, in which case the Merger Consideration Recipients shall be entered deemed to be the non-prevailing party. The non-prevailing party to such arbitration shall pay its own expenses and the expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in any court having jurisdictionconnection with such arbitration.

Resolution of Objections to Claims. (a) If Parent does not contestAny Person who desires to seek indemnification under any part of this Article IX (each, by an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to Acquirerthe party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) prior to the end of any applicable Claims Period. Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within forty-five (45) days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parentotherwise, then Parent will the amount of such claim shall be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture be an obligation of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is properIndemnitor. (b) If Parent objects in writing to any claim or claims by Acquirer made in any If, during the Response Period, an Indemnified Party receives a Claim Certificate within such 20 Business Day periodResponse from the Indemnitor, Acquirer and Parent shall attempt in good faith then for 30 Business Days a period of twenty (20) days (the “Resolution Period”) after Acquirerthe Indemnified Party’s receipt of such written objection Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve such objectionany dispute arising therefrom. If Acquirer and Parent shall so agreesuch dispute is resolved by the parties during the Resolution Period, a memorandum setting forth the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such agreement dispute shall be prepared and signed by both parties. The Escrow Agent shall conclusively deemed to be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance with the terms an obligation of such memorandum. (c) Indemnitor. If no the parties are unable agree upon a resolution to such agreement can be reached during the 30 Business Day period for good faith negotiation, but in any event upon dispute prior to the expiration of such 30 Business Day periodthe Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent issue shall be presented to the selection of a mediator. Upon American Arbitration Association in Wilmington, Delaware (the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve the matter“AAA”) for determination. The Final Award arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the arbitrator as to AAA shall govern such arbitration. The written determination of the validity and amount of any claim in a Claim Certificate AAA shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by not subject to any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)appeal. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) If Parent does the Members do not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 20 Business Days after any such Claim Certificate is received by Parent, then Parent will be conclusively deemed to have consented to the recovery by the Indemnified Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund having a value sufficient to satisfy such Indemnifiable Damages and, without further notice, to have stipulated to the entry of a final judgment for Indemnifiable Damages against Parent for such amount in any court having jurisdiction over the matter where venue is proper. (b) If Parent objects object in writing to any claim or claims by Acquirer Buyer made in any Claim such Officer’s Certificate within thirty (30) days after their receipt of such 20 Business Day periodOfficer’s Certificate, Acquirer then Buyer and Parent the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for 30 Business Days forty-five (45) days after AcquirerBuyer’s receipt of such written objection to resolve such objection. If Acquirer Buyer and Parent shall so agree, a memorandum setting forth the Members reach agreement during such agreement shall be prepared and signed by both parties. The Escrow Agent shall be period that Buyer is entitled to conclusively rely on all or any such memorandum portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall distribute such amount be released from the Escrow Fund Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the terms Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of such memorandumfunds from the Escrow Account. (cb) If no such agreement can be reached during the 30 Business Day forty-five (45)-day period for good faith negotiation, but then any of Buyer or the Members may submit the dispute to be determined in any event upon the expiration a court of such 30 Business Day period, Acquirer and Parent will select a mutually-acceptable mediator to mediate the dispute. Neither party may unreasonably withhold consent to the selection of a mediator. Upon the completion of such mediation proceeding, if no agreement has been reached, either Acquirer or Parent may bring an arbitration law in accordance with the terms of Section 9.9 to resolve the matter. The Final Award of the arbitrator as to the validity and amount of any claim in a Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto, and the parties shall be entitled act in accordance with such decision. The Escrow Agent shall disburse the Escrow Funds as directed by any applicable Final Award or order from a court or other tribunal of competent jurisdiction (such order or Final Award, a “Final Order”)10.10 hereof. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.