Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Indemnifying Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s Certificate, Acquiror and the Indemnifying Holders’ Agent shall attempt in good faith for 45 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Indemnifying Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties 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 the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum. (b) If no such agreement can be reached during the 45-day period for good faith negotiation, then upon the expiration of such 45-day period, either Acquiror or the Indemnifying Holders' Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision. (c) For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ Agent does not contest, by written notice to Castlight and the Escrow Agent, any claim or claims by Castlight made in any Claim Certificate within the 30-day period following receipt of the Claim Certificate, then Castlight may cancel a number of shares of Castlight Class B Common Stock from the Escrow Fund or the Earnout having a total value equal to the amount of the 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 Castlight Class B Common Stock cancelled to satisfy any claims in a Claim Certificate under this Article IX shall be the Castlight Stock Price. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquiror Castlight made in any Officer’s Claim Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 9.6(a), Acquiror Castlight and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 60 days after AcquirorCastlight’s receipt of such written objection to resolve such objection. If Acquiror Castlight and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties Castlight and the Stockholders’ Agent and, to the extent such memorandum is executed prior to the Escrow Release Date, delivered to the Escrow Agent. The Escrow Agent and Castlight, as applicable, shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash Castlight may cancel a number of shares of Castlight Class B Common Stock from the Escrow Fund or Earnout in accordance with the terms of such memorandum; provided that the per share value of any shares of Castlight Class B Common Stock cancelled to satisfy any claims pursuant to this Section 9.6(b) shall be the Castlight Stock Price. (bc) If no such agreement can be reached during the 4560-day period for good faith negotiationnegotiation set forth in Section 9.6(b), then but in any event upon the expiration of such 4560-day period, either Acquiror Castlight or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved bring an action in accordance with the terms of Section 9.9 below and 10.11 to resolve the matter. The decision of the arbitrator an applicable court as to the validity and amount of any claim in such Claim Certificate and the relevant Officer's Certificate amount, if determined, that constitutes Indemnifiable Damages under this Article IX for which recovery may be made shall be nonappealablenon-appealable, binding and conclusive upon the parties to this Agreement. The hereto and the Converting Holders, the Escrow Agent and Castlight, as applicable, shall be entitled to act in accordance with any such decision and (i) if the Escrow Agent shall distribute Converting Holders are the Escrow Cash from indemnifying parties, Castlight may cancel a number of shares of Castlight Class B Common Stock in, the Escrow Fund or Earnout in accordance with therewith; provided that the terms per share value of any shares of Castlight Class B Common Stock cancelled to satisfy any claims pursuant to this Section 9.6(c) shall be the Castlight Stock Price or (ii) if Castlight is the indemnifying party, Castlight shall issue, or cause to be issued, to the Converting Holders and holders of Jiff Options (based on their Pro Rata Share), reasonably promptly following such decision, a number of shares of Castlight Class B Common Stock in accordance therewith; provided that the per share value of any shares of Castlight Class B Common Stock issued to satisfy any claims pursuant to this Section 9.6(c) shall be the Castlight Stock Price. (cd) For purposes of this Section 8.69.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Castlight shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror applicable court determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, fees and expenses and the fees and expenses of the arbitratorprevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the administrative fee Escrow Fund and/or Earnout held following the Escrow Release Date or the payment date of Judicial Arbitration & Mediation Services/EnDispute the Earnout, as applicable, with respect to pending but unresolved claims for indemnification that is not awarded to Castlight upon the resolution of such claims shall be distributed by the Escrow Agent 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 or its successor (“J.A.M.Earnout Pro Rata Share of the Earnout.

Resolution of Objections to Claims. (a) If the Indemnifying Effective Time Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within twenty (20) Business Days after any such Claim Certificate is received by the Effective Time Holders’ Agent, then the Effective Time Holders’ 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, including the forfeiture of such amount from the Escrow Funds (subject to the terms and conditions set forth in Section 8.3 above) 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 the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 40-day period following delivery of such Officer’s Certificatetwenty (20) Business Day period, Acquiror Acquirer and the Indemnifying Effective Time Holders’ Agent shall attempt in good faith for 45 days thirty (30) Business Days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agentparties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash such amount from the Escrow Fund Funds in accordance with the terms of such memorandum. (bc) If no such agreement can be reached during the 45-day thirty (30) Business Day period for good faith negotiation, then but in any event upon the expiration of such 45-day thirty (30) Business Day period, either Acquiror Acquirer or the Indemnifying Effective Time Holders' ’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved proceed in accordance with the terms set forth in Section 9.9 below and of this Agreement to resolve the matter. The decision of the J.A.M.S. arbitrator as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Agreement and the Escrow Agent shall be entitled to conclusively rely and to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash such amount from the Escrow Fund Funds in accordance with the terms of such decisiontherewith. (cd) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.68.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Acquirer shall be deemed to be the non-prevailing party unless the arbitrator trial court awards Acquiror Acquirer more than one-half of the amount in dispute; otherwise, in which case the Indemnifying 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 expenses, expenses and the expenses and the fees and expenses of the arbitratorprevailing party, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Indemnifying Stockholders’ Agent 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 the 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 54- Person of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such number of Escrow Shares 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 the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 40-day period following delivery of such Officer’s Certificate20 Business Day period, Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 days 30 Business Days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agentparties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the such number of Escrow Cash Shares from the Escrow Fund in accordance with the terms of such memorandum. (bc) If no such agreement can be reached during the 45-day 30 Business Day period for good faith negotiation, then but in any event upon the expiration of such 45-day 30 Business Day period, either Acquiror Acquirer or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held bring suit in the courts of the State of California and the Federal courts of the United States of America, in each case, located within Santa Xxxxx county of Santa Xxxxx, in the State of CaliforniaCalifornia to resolve the matter. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator trial court as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall (i) be entitled to conclusively rely on and act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision. (c) For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.and

Resolution of Objections to Claims. (a) If the Indemnifying Holders’ PPS Agent or NBT, as applicable, does not contest, by written notice to Purchaser, any claim or claims by Purchaser made in any Claim Certificate within the 45-day period following receipt of the Claim Certificate, then the Escrow Agent shall, within three Business Days of Purchaser’s written certification, distribute to Purchaser an amount of cash and/or number of shares of Purchaser Stock (the value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or an amount of cash from the NBT Indemnity Escrow Fund, as applicable, 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 PPS Agent or NBT, as applicable, objects in writing to any claim or claims by Acquiror Purchaser made in any Officer’s Claim Certificate within the 4045-day period following delivery of such Officer’s Certificateset forth in Section 7.6(a), Acquiror Purchaser and the Indemnifying Holders’ PPS Agent or NBT, as applicable, shall attempt in good faith for 45 days after AcquirorPurchaser’s receipt of such written objection to resolve such objection. If Acquiror Purchaser and the Indemnifying Holders’ PPS Agent or NBT, as applicable, shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both parties Purchaser and the PPS Agent or NBT, as applicable, and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute to Purchaser an amount of cash and/or a number of shares of Purchaser Stock (the Escrow Cash value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or cash from the NBT Indemnity Escrow Fund, as applicable, in accordance with the terms of such memorandumjoint written instruction. (bc) If no such agreement can be reached during the 45-day period for good faith negotiationnegotiation set forth in Section 7.6(b), then but in any event upon the expiration of such 45-day period, either Acquiror either, on the one hand, Purchaser or, on the other hand, the PPS Agent or the Indemnifying Holders' Agent NBT, as applicable, may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved commence Dispute Resolution in accordance with Section 9.9 below and the 8.13. The decision of the arbitrator in such Dispute Resolution as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealablenon-appealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent hereto and the PPS Stockholders, and Purchaser shall be entitled to act in accordance with any such decision and instruct the Escrow Agent shall to distribute to Purchaser an amount of cash and/or number of shares of Purchaser Stock (the Escrow Cash value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or cash from the NBT Indemnity Escrow Fund, as applicable, in accordance with the terms of such decisiontherewith. (c) For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ Agent or Acquirer, as applicable, does not contest, by written notice to Acquirer 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 30­day period following receipt of the Claim Certificate, 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 instructing the Escrow Agent to (A) release from the Escrow Fund to Acquirer an amount in cash equal to the Cash Percentage of 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 shares of Parent Common Stock cancelled to satisfy any claims in a Claim Certificate under this Article 8 shall be equal to the Specified Price. (b) If the Stockholders’ Agent or Acquirer, as applicable, objects in writing to any claim or claims by Acquiror Acquirer or the Stockholders’ Agent, as applicable, made in any Officer’s Claim Certificate within the 40-day 30­day period following delivery of such Officer’s Certificateset forth in Section 8.6(a), Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 60 days after AcquirorAcquirer’s or the Stockholders’ Agents’, as applicable, receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be 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. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and instructing the Escrow Agent shall distribute the Escrow Cash to: (A) release from the Escrow Fund to Acquirer an amount in accordance with cash equal to the terms Cash Percentage of the Stipulated 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 memorandumStipulated 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 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. (bc) If no such agreement can be reached during the 45-day 60­day period for good faith negotiationnegotiation set forth in Section 8.6(a), then but in any event upon the expiration of such 45-day 60­day period, either Acquiror Acquirer or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding bring an arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with the terms of Section 9.9 below and 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealablenon­appealable, binding and conclusive upon the parties hereto and the Converting Holders (the amount determined by the arbitrator to this Agreement. The Escrow be owed to the Indemnified Persons, the “Award Amount”), and: (X) in the case of a claim by Xxxxxxxx, (i) Acquirer and the Stockholders’ Agent shall be entitled shall, within three Business Days following the date of such decision, deliver joint written instructions to act in accordance with any such decision and the Escrow Agent shall distribute instructing the Escrow Cash Agent to: (A) release from the Escrow Fund to Acquirer an amount in accordance with cash equal to the terms Cash Percentage of 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 decisionAward 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 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. (cd) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.68.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Acquirer shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half one­half of the amount in dispute; otherwise, in which case the Indemnifying Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing non­prevailing party (with respect to the Stockholders’ Agent, the Stockholders’ Agent on behalf of the Converting Holders) to an arbitration shall pay its own expenses, expenses and the expenses and the fees and expenses of the arbitratorprevailing party, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ 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, subject to the conditions and limitations contained herein, reclaim an amount of cash from the Escrow Fund and, solely with respect to a Fundamental Claim following such time that the Escrow Fund is depleted in full, be entitled to indemnification from the Converting Holders in amount equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 8.6(a), Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 60 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties Acquirer and delivered to the Escrow Stockholders’ Agent. The Escrow Agent Acquirer shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquirer shall distribute the Escrow Cash reclaim an amount of cash from the Escrow Fund and, solely with respect to a Fundamental Claim following such time that the Escrow Fund is depleted in full, be entitled to indemnification from the Converting Holders in accordance with the terms of such memorandum. (bc) If no such agreement can be reached during the 4560-day period for good faith negotiationnegotiation set forth in Section 8.6(b), then but in any event upon the expiration of such 4560-day period, either Acquiror Acquirer or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held bring suit in the county courts of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below California and the decision Federal courts of the arbitrator as United States of America, in each case, located within the Northern District of the State of California to determine whether the Indemnified Person is entitled to indemnification pursuant to this Article VIII with respect to the validity and amount of any claim matters described in the relevant Officer's ’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decisionamount which constitutes Indemnifiable Damages under this Article VIII for which recovery may be made. (cd) For purposes of this Section 8.68.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Acquirer shall be deemed to be the non-prevailing party unless the arbitrator a court in a final non-appealable judgment awards Acquiror Acquirer more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own expenses, expenses and the expenses and the fees and expenses of the arbitratorprevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) In the administrative fee event that Indemnifiable Damages are owed by a Converting Holder, subject to the terms and conditions hereof, in excess of Judicial Arbitration & Mediation Services/EnDispute such Converting Holder’s Pro Rata Portion of the then remaining Escrow Fund, such Converting Holder shall have the option in its sole discretion of having Acquirer cancel a number of shares of Acquirer Common Stock held by such Converting Holder to satisfy all or its successor (“J.A.M.part of such excess obligation and paying the remaining amount, if any, in cash; 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 VIII shall be the Acquirer Indemnity Stock Price.

Resolution of Objections to Claims. (a) If the Indemnifying Holders’ Securityholder Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within the 20-day period following receipt of the Claim Certificate, then Acquirer and the Securityholder Agent shall Release from Indemnity to Acquirer an amount of Acquirer ADSs from the Indemnity Fund having a total value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to the last day of such 20-day period, equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Securityholder Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 4020-day period following delivery of such Officer’s Certificateset forth in Section 7.7(a), Acquiror Acquirer and the Indemnifying Holders’ Securityholder Agent shall attempt in good faith for 45 days after AcquirorAcquirer’s receipt of such written objection to resolve such objectionobjection and the amount of Damages that are indemnifiable by the Sellers pursuant to this ARTICLE VII in connection with the claim or claims made by Acquirer in such Claim Certificate. If Acquiror Acquirer and the Indemnifying Holders’ Securityholder Agent shall so agree, Acquirer and the Securityholder Agent shall Release from Indemnity to Acquirer from the Indemnity Fund an amount of Acquirer ADSs having a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered total value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to the Escrow Agent. The Escrow resolution by the Acquirer and Securityholder Agent shall be entitled of such objection, equal to conclusively rely on any such memorandum the amount of Damages so agreed by Acquirer and the Escrow Securityholder Agent shall distribute to be indemnifiable by the Escrow Cash from the Escrow Fund Sellers pursuant to this ARTICLE VII in accordance with the terms of such memorandumjoint written instruction. (bc) If no such agreement can be reached during the 45-day period for good faith negotiationnegotiation set forth in Section 7.7(b), then but in any event upon the expiration of such 45-day period, either Acquiror Acquirer or the Indemnifying Holders' Securityholder Agent may submit the dispute to mandatory, final and binding bring an arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with the terms of Section 9.9 below and 8.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealablenon-appealable, binding and conclusive upon the parties hereto and the Company Stockholders, and following such decision the Securityholder Agent and Acquirer shall Release from Indemnity to Acquirer from the Indemnity Fund an amount of Acquirer ADSs having a total value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to the decision regarding such matter by the arbitrator, equal to the amount of Damages so decided by the arbitrator to be indemnifiable by the Sellers pursuant to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decisionARTICLE VII. (cd) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.67.7(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Acquirer shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror determines in favor of the Securityholder Agent (on behalf of the Company Stockholders) with respect to more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Holders Company Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, fees and expenses and the fees and expenses of the arbitratorprevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Any portion of the administrative fee Indemnity Fund not Released from Indemnity on the Indemnity Release Date shall, following the Indemnity Release Date with respect to pending but unresolved claims for indemnification that are not awarded to Acquirer upon the resolution of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.such claims, be Released from Indemnity to the Sellers following resolution of such claims.

Resolution of Objections to Claims. (a) If the Indemnifying Company Holders’ Agent objects raises good faith objections in writing a Dispute Notice to any claim or claims by Acquiror made in any Officer’s Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 8.4(b), Acquiror and the Indemnifying Company Holders’ Agent shall attempt in good faith for 45 30 days after Acquiror’s receipt of such written objection Dispute Notice to resolve such objection. If Acquiror and the Indemnifying Company Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and parties. If the applicable Officer’s Certificate was delivered to the Escrow Agent. The 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 the Escrow Cash cash from the Indemnification Escrow Fund in accordance with the terms of such memorandum. (b) If no such agreement can be reached during the 4530-day period for good faith negotiation, then but in any event upon the expiration of such 4530-day period, either Acquiror or the Indemnifying Company Holders' ’ Agent may submit bring suit to resolve the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of Californiamatter. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator trial court as to the validity and amount of any claim in the relevant such Officer's ’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Agreement and the Company Members, and with respect to claims asserted in Officer’s Certificates delivered to the Company Holders’ Agent prior to the expiration of the Indemnification Escrow Period, the Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash cash from the Indemnification Escrow Fund in accordance with the terms of such decisiontherewith and Acquiror shall be permitted to set-off against any Milestone Payment in accordance therewith. (c) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.68.5(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issuesuit hereunder, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator trial court awards Acquiror more than at least one-half of the amount in dispute; otherwise, in which case the Indemnifying Holders Company Members shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration a suit shall pay its own expenses, fees and expenses and the fees and expenses of the arbitratorprevailing party, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ 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 and the Stockholders’ Agent shall deliver a Joint Instruction to the Escrow Agent directing the Escrow Agent to distribute to Acquirer to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 8.7(a), Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum Joint Instruction setting forth such agreement shall be prepared prepared. Prior to depletion of the Indemnity Escrow Fund, Acquirer and signed by both parties and delivered the Stockholders’ Agent shall deliver such Joint Instructions to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any and upon receipt of such memorandum and Joint Instruction, the Escrow Agent shall distribute the Escrow Cash to Acquirer an amount in cash from the Indemnity Escrow Fund in accordance with the terms of such memorandumJoint Instruction and Acquirer shall be entitled to conclusively rely on such Joint Instruction and cancel a number of shares of Acquirer Common Stock in accordance with the terms of such Joint Instruction. (bc) If no such agreement can be reached during the 45-day period for good faith negotiationnegotiation set forth in Section 8.7(a), then but in any event upon the expiration of such 45-day period, either Acquiror Acquirer or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved bring an action in accordance with the terms of Section 9.9 below and 9.10 to resolve the matter. The decision of the arbitrator trial court as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealablenon-appealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent hereto and the Converting Holders, and Acquirer shall be entitled to act in accordance with any such decision and instruct the Escrow Agent shall to distribute the Escrow Cash to Acquirer an amount in cash from the Indemnity Escrow Fund in accordance with the terms of such decisiontherewith. (cd) For purposes of this Section 8.6, Judgment upon any award rendered by the trial court may be entered in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.court having jurisdiction.

Resolution of Objections to Claims. (a) If the Indemnifying Holders’ Agent accepts, by written notice to Parent, or does not contest any claim or claims by Parent made in any Claim Certificate within the 20-Business Day period following receipt of the Claim Certificate, then (i) the entire amount set forth on such Claim Certificate will become payable by the Equityholders to the Indemnified Persons and (ii) to the extent such liability can be satisfied in whole or in part from the Escrow Fund, Parent and Agent will cause the Escrow Agent to distribute to Parent an amount in cash and a number of Parent Shares 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 (with each Parent Share valued at the Parent Stock Price). (b) If the Agent objects in writing to any claim or claims by Acquiror Parent made in any Officer’s Claim Certificate within the 4020-day Business Day period following delivery of such Officer’s Certificateset forth in Section 8.6(a), Acquiror Parent and the Indemnifying Holders’ Agent shall will attempt in good faith for 45 days after AcquirorParent’s receipt of such written objection to resolve such objection. If Acquiror Parent and the Indemnifying Holders’ Agent shall so agree, a memorandum setting forth (i) such agreement shall be prepared and signed agreed amount will become payable by both parties and delivered the Equityholders to the Indemnified Persons and (ii) to the extent such liability can be satisfied in whole or in part from the Escrow Agent. The Escrow Fund, Parent and Agent shall be entitled to conclusively rely on any such memorandum and will jointly instruct the Escrow Agent shall to distribute the Escrow Cash to Parent an amount of cash and a number of Parent Shares from the Escrow Fund in accordance with the terms to satisfy all or part of such memorandumliability (with each Parent Share valued at the Parent Stock Price). (bc) If no such agreement can be reached during the 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), then but in any event upon the expiration of such 45-day period, either Acquiror Parent or the Indemnifying Holders' Agent may submit pursue a claim subject to the dispute limitations set forth in Section 9.6 to mandatoryobtain a final, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the non-appealable decision of a court resolving such disputed claim (a “Final Order”). To the arbitrator as to extent such liability can be satisfied in whole or in part from the validity Escrow Fund, Agent (on behalf of the Equityholders) and amount of any claim in the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall Parent will each be entitled to act in accordance with any such decision and instruct the Escrow Agent shall to distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decisionFinal Order. (cd) For purposes of this Section 8.68.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror shall Parent will be deemed to be the non-prevailing party unless the arbitrator awards Acquiror court determines in favor of the Agent (on behalf of the Equityholders) with respect to more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Holders shall Equityholders will be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall will pay its own expenses, fees and expenses and the fees and expenses of the arbitratorprevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) Notwithstanding anything to the administrative fee contrary in the foregoing, should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount of Judicial Arbitration & Mediation Services/EnDispute Indemnifiable Damages that become payable by the Equityholders to the Indemnified Persons pursuant to this Agreement, then each Equityholder shall, as promptly as practicable following the date such amount becomes payable pursuant to this Article 8, pay to the Indemnified Person its Pro Rata Share of such shortfall. Any such shortfall shall be satisfied in either cash or its successor by the forfeiture of Parent Shares (“J.A.M.valued based on the average closing price of one Parent Share on the NYSE for the period of five consecutive trading days ending on (and including) the third trading day immediately prior to the date such shortfall is to be paid in accordance with the foregoing sentence).

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ Agent objects in writing to any claim made by Acquiror in any Claim Certificate 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 shall be deemed to have been conclusively determined in Acquiror’s favor on the terms set forth in the Claim Certificate, and (ii) if the Escrow Fund remains, then without any further instructions the Escrow Agent shall distribute cash from the Escrow Fund to Acquiror in an amount equal to the amount of any Indemnifiable Damages corresponding to such claim or claims by Acquiror made as set forth in any Officer’s Certificate within such Claim Certificate. (b) If the 40-day period following delivery of such Officer’s CertificateStockholders’ Agent delivers a Claim Dispute Notice, Acquiror and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 forty-five (45) calendar days after Acquiror’s receipt of such written objection to resolve any objections raised by the Stockholders’ Agent in such objectionClaim Dispute Notice. If Acquiror and the Indemnifying HoldersStockholders’ Agent shall so agreeagree to a resolution of one or more objections, a memorandum setting forth such agreement shall be prepared and signed by both parties 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 the Escrow Cash cash from the Escrow Fund in accordance with the terms of such memorandum. (bc) If no such agreement resolution can be reached during the 45forty-five (45)-calendar day period for good faith negotiationfollowing Acquiror’s receipt of a given Claim Dispute Notice, then upon the expiration of such 45forty-five (45)-calendar day period, either Acquiror or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved bring suit in accordance with Section 9.9 below and 12.8 to resolve the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decisionmatter. (cd) For purposes of this Section 8.611.6, in any arbitration action hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator trial court awards Acquiror more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Holders Stockholders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, expenses and the expenses and the fees and expenses of the arbitratorprevailing party, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.including attorneys’ fees and costs, reasonably incurred in connection with such action.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ 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, distribute to Acquirer an amount in 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. (b) If the Stockholders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 8.6(a), Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum joint written instruction setting forth such agreement shall be prepared and prepared, signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any Upon receipt of such memorandum and instruction, the Escrow Agent shall distribute the Escrow Cash to Acquirer an amount in cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such memorandumjoint written instruction. (bc) If no such agreement can be reached during the 45-day period for good faith negotiationnegotiation set forth in Section 8.6(b), then but in any event upon the expiration of such 45-day period, either Acquiror Acquirer or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding bring an arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with the terms of Section 9.9 below and 9.11 to resolve the matter. The decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's such Claim Certificate shall be nonappealablenon-appealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent hereto and the Converting Holders, and Acquirer shall be entitled to act in accordance with any such decision and instruct the Escrow Agent shall to distribute the Escrow Cash to Acquirer and amount in cash and a number of shares of Acquirer Common Stock from the Escrow Fund in accordance with the terms of such decisiontherewith. (cd) Judgment upon any determination of an arbitrator may be entered in any court having jurisdiction. For purposes of this Section 8.68.6(d), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's Claim Certificate is at issue, Acquiror Acquirer shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror determines in favor of the Stockholders’ Agent (on behalf of the Converting Holders) with respect to more than one-half of the amount in dispute; otherwise, in which case the Indemnifying Converting Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, fees and expenses and the fees and expenses of the arbitratorprevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit. (e) For the administrative fee purpose of Judicial Arbitration & Mediation Services/EnDispute compensating Acquirer (on behalf of itself or its successor any other Indemnified Person) for any Indemnifiable Damages pursuant to this Agreement, each whole share of Acquirer Common Stock in the Escrow Fund shall be deemed to have a value equal to the Acquirer Stock Price (“J.A.M.as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to Acquirer Common Stock occurring after the Effective Time). Any and all payments of cash and shares of Acquirer Common Stock made to an Indemnified Person hereunder shall be made on the same ratio of cash and shares of Acquirer Common Stock equal to the ratio of (i) the Participating Non-Electing Investor Cash Escrow Amount to (ii) the sum of the Participating Electing Investor Stock Escrow Amount and the Management Retention Plan Stock Escrow Amount. (f) Notwithstanding anything in this Section 8.6, any Claim for any Indemnifiable Damages pursuant to Section 1.6 with respect to any Final Net Working Capital Shortfall shall be governed pursuant to the provisions, including but not limited to the dispute resolution provisions, of Section 1.6.

Resolution of Objections to Claims. (a) a. If the Indemnifying Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 40-day period following delivery of such Officer’s Certificate, Acquiror and the Indemnifying Effective Time Holders’ Agent shall attempt in good faith for 45 forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Indemnifying Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties 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 the Escrow Cash from the Escrow Fund in accordance with the terms of such memorandum. (b) b. If no such agreement can be reached during the 45-day period for good faith negotiation, then upon the expiration of such 45-day period, either Acquiror or the Indemnifying Effective Time Holders' ’ Agent may submit the dispute to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's ’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision. (c) c. For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half (1/2) of the amount in dispute; otherwise, the Indemnifying Effective Time Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.

Resolution of Objections to Claims. (a) If the Indemnifying HoldersStockholders’ Agent objects in writing to any claim or claims by Acquiror made in any Officer’s Certificate within the 4030-day period following delivery of such Officer’s Certificateset forth in Section 9.5(b), Acquiror and the Indemnifying HoldersStockholders’ Agent shall attempt in good faith for 45 30 days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the Indemnifying HoldersStockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent Acquiror shall distribute the Escrow Cash from the Escrow Fund Holdback Amount in accordance with the terms of such memorandum; provided however, that if the Holdback Amount has been previously released pursuant to Section 9.4, the Effective Time Holders shall pay the amount set forth in such memorandum within 30 days following the date of such memorandum. (b) If no such agreement can be reached during the 4530-day period for good faith negotiation, then but in any event upon the expiration of such 4530-day period, either Acquiror or the Indemnifying Holders' Stockholders’ Agent may submit the dispute to mandatory, final and binding arbitration to be held bring suit in the county courts of Santa Xxxxx, in the State of CaliforniaCalifornia and the Federal courts of the United States of America, in each case, located within the Counties of Los Angeles or Orange, California to resolve the matter. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator trial court as to the validity and amount of any claim in the relevant such Officer's ’s Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision. (c) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.69.6(c), in any arbitration suit hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator trial court awards Acquiror more than one-half of the amount in dispute; otherwise, in which case the Indemnifying 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 expenses, expenses and the fees expenses of the arbitratorprevailing party, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute or its successor (“J.A.M.including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Indemnifying Effective Time Holders’ Agent does not contest, by written notice to Acquirer, any claim or claims by Acquirer made in any Claim Certificate within 25 Business Days after any such Claim Certificate is received by the Effective Time Holders’ Agent, then the Effective Time Holders’ 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, 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 the Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is proper. (b) If the Effective Time Holders’ Agent objects in writing to any claim or claims by Acquiror Acquirer made in any Officer’s Claim Certificate within the 40-day period following delivery of such Officer’s Certificate25 Business Day period, Acquiror Acquirer and the Indemnifying Effective Time Holders’ Agent shall attempt in good faith for 45 days 30 Business Days after AcquirorAcquirer’s receipt of such written objection to resolve such objection. If Acquiror Acquirer and the Indemnifying Effective Time Holders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agentparties. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute the Escrow Cash such amount from the Escrow Fund in accordance with the terms of such memorandum. (bc) If no such agreement can be reached during the 45-day 30 Business Day period for good faith negotiation, then but in any event upon the expiration of such 45-day 30 Business Day period, either Acquiror Acquirer or the Indemnifying Effective Time Holders' ’ Agent may submit the dispute matter to mandatory, final and binding arbitration to be held in the county of Santa Xxxxx, in the State of California. The dispute shall be resolved in accordance with Section 9.9 below and the decision of the arbitrator as to the validity and amount of any claim in the relevant Officer's Certificate shall be nonappealable, binding and conclusive upon the parties to this Agreement. The Escrow Agent shall be entitled to act in accordance with any such decision and the Escrow Agent shall distribute the Escrow Cash from the Escrow Fund in accordance with the terms of such decision. (c) For purposes of this Section 8.6, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Acquiror shall be deemed to be the non-prevailing party unless the arbitrator awards Acquiror more than one-half of the amount in dispute; otherwise, the Indemnifying Holders shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, the administrative fee of Judicial Arbitration & Mediation Services/EnDispute before J.A.M.S./ENDISPUTE or its successor (“J.A.M.J.A.M.S.”) pursuant to Section 9.9 hereof. (d) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.