Common use of Response to a Demand Clause in Contracts

Response to a Demand. The Indemnitor may reply to a Demand made under Section 8.5(a) hereof by written notice given to the Indemnitee, which notice shall state (i) whether the Indemnitor agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if Indemnitor disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If the Indemnitor does not give the Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or the Indemnitor gives notice that such Demand is uncontested; then the Indemnitor shall, subject to Sections 8.3 and 8.4 above, deliver payment to the Indemnitee in cash an amount equal to the value of the Losses stated in the Demand within fifteen (15) days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the Indemnitor admits that a portion of the Demand is a valid claim under Section 8.2 and the remaining portion of the Demand is disputed, the Indemnitor shall pay to the Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within fifteen (15) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. such notice from the Indemnitor, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c).

Response to a Demand. The Indemnitor Stockholder Representative may reply to a Demand made under Section 8.5(a) hereof by written notice given to the IndemniteePTC Indemnitee making such Demand and to the Escrow Agent, which notice shall state (i) whether the Indemnitor Stockholder Representative agrees or disagrees that such PTC Indemnitee is entitled to indemnification under this Agreement for all or any part of the claim asserted is a valid claim under this Agreement in such Demand and agrees or disagrees with respect to the amount of the indemnifiable Losses asserted in such Demand Demand, and (ii) if Indemnitor disagrees with either which specifies the validity of such claim or nature and the amount of such Losses, the basis for such disagreement. (i) If the Indemnitor does not give the Indemnitee a notice disputing such Demand and specifying the nature and amount of any such dispute (a "Contest Notice"). If, within thirty twenty (3020) days after receipt of the Demand (the “Indemnity "Contest Notice Period”) "), the Stockholder Representative does not deliver a Contest Notice in compliance with the foregoing or gives a notice to the Indemnitor gives notice that PTC Indemnitee making such Demand is uncontested; then the Indemnitor shall, subject to Sections 8.3 and 8.4 above, deliver payment to the Indemnitee in cash an amount equal to the value of the Losses stated in the Demand within fifteen (15) days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If undisputed in whole or in part, the notice from Indemnifying Party(ies) shall thereupon pay to the Indemnitor admits that a PTC Indemnitee making such Demand the amount of the undisputed portion of the Losses asserted in such Demand is a valid claim under Section 8.2 and the remaining portion of the Demand is disputed, the Indemnitor (which amount shall pay to the Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within fifteen (15) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. such notice be satisfied solely from the IndemnitorEscrow Funds available under the Escrow Agreement), and the disputed Escrow Agent shall disburse such amount from the Escrow Funds to such PTC Indemnitee. Any portion of such any Demand that is disputed in a Contest Notice properly delivered within the applicable Contest Notice Period shall be considered a "Disputed Claim" and shall be resolved in accordance with the dispute resolution provisions of Section 8.5(c8.3(c).

Response to a Demand. (i) The Indemnitor may reply Indemnifying Party shall respond to a Demand made under Section 8.5(a9.5(a) hereof by written notice (a “Response”) given to the IndemniteeIndemnified Party and, if the Escrow Agreement has not terminated and Parent is the Indemnified Party, copying the Escrow Agent, within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”), which notice Response shall state (i) whether the Indemnitor Indemnifying Party agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if Indemnitor the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (iii) If any Indemnified Parent Party is the Indemnitor Indemnified Party, the Escrow Agreement has not terminated, and if the Shareholder Representative does not give Parent and the Indemnitee Escrow Agent a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) , or if the Indemnitor Shareholder Representative gives notice that such Demand is uncontested; , then Parent and the Indemnitor shall, subject Shareholder Representative shall deliver joint instructions directing the Escrow Agent to Sections 8.3 release from the Escrow Amount and 8.4 above, deliver payment to Parent the Indemnitee in cash an amount equal to the value of the Losses stated in the Demand within fifteen (15) days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontestedDemand. If the notice Response from the Indemnitor Shareholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 9.2 of this Agreement and the remaining portion of the Demand is disputed, Parent and the Indemnitor Shareholder Representative shall pay deliver joint instructions directing the Escrow Agent to disburse to Parent only such amounts from the Indemnitee in cash an amount equal to the value of the Losses Indemnification Escrow Amount as are allocable to mutually agreed upon Losses within fifteen (15) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 undisputed portion of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. such notice from the Indemnitor, Demand and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c9.5(c).

Response to a Demand. The Indemnitor A Notified Party may reply to a Demand made under Section 8.5(a8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether the Indemnitor such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement and Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iiiii) if Indemnitor such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitor Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Indemnitee Escrow Agent a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Indemnitor Securityholder Representative gives notice that such Demand is uncontested; , then the Indemnitor shallEscrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, subject the Escrow Agent shall promptly disburse to Sections 8.3 Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and 8.4 abovethe disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to the Indemnitee such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within fifteen ten (1510) days Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the Indemnitor Buyer admits that a portion of the Demand is a valid claim under Section 8.2 8.3 and the remaining portion of the Demand is disputed, the Indemnitor Buyer shall pay to such Company Securityholder or the Indemnitee Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within fifteen ten (1510) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Business Days of the Securities Act earlier of 1933, as amended. Confidential treatment has been requested with respect to this information. the expiration of such Indemnity Notice Period or such notice from the IndemnitorBuyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c8.6(c).

Response to a Demand. The Indemnitor may reply to a Demand made under Section 8.5(a7.7(a) hereof by written notice given to the IndemniteeIndemnitee and, if the Seller is the Indemnitor and the Escrow Agreement has not terminated, the Escrow Agent, which notice shall state (i) whether the Indemnitor agrees or disagrees that the claim asserted is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (ii) if Indemnitor disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If the Indemnitor does not give the Indemnitee and, if the Seller is the Indemnitor and the Escrow Agreement has not terminated, the Escrow Agent a notice disputing such Demand and specifying the nature and amount of such dispute within thirty forty five (3045) days after receipt of the Demand (the “Indemnity Notice Period”) or the Indemnitor gives notice that such Demand is uncontested; then , then: (x) if Seller is the Indemnitor shalland the Escrow Agreement has not terminated, the Escrow Agent shall release from the Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand (to the extent that such losses do not exceed the Escrow Funds); (y) if Buyer is the Indemnitor, Buyer shall pay Seller the amount of Losses stated in the Demand. If (1) Seller is the Indemnitor and the Escrow Agreement has not terminated, and the notice from the Seller admits that a portion of the Demand is a valid claim under Section 7.2 and the remaining portion of the Demand is disputed, the Escrow Agent shall disburse to Buyer only such amounts from the Escrow Funds as are allocable to mutually agreed Losses (to the extent that such agreed Losses (2) If Buyer is the Indemnitor, and the notice from Buyer admits that a portion of the Demand is a valid claim under Section 7.3 and the remaining portion of the Demand is disputed, Buyer shall pay to Seller only such amounts as are allocable to mutually agreed Losses (subject to Sections 8.3 the limitations negotiated in Section 7.6), and 8.4 the disputed portion of such Demand shall be resolved in accordance with Section 7.7(c). (ii) If either (A) Seller is the Indemnitor and either (1) the Escrow Agreement has not terminated and the Losses payable pursuant to Section 7.7(b)(i) above exceed the Escrow Funds, or (2) the Escrow Agreement has terminated (subject to the limitations on indemnification sect forth in Section 7.6) or (B) Buyer is the Indemnitor, and the Indemnitor does not give the Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within the Indemnity Notice Period or the Indemnitor gives notice that such Demand or a portion thereof is uncontested; then, in the case of (A) or (B) above, the Indemnitor shall deliver payment to the Indemnitee in cash an amount equal to the value of the Losses (and in the case of clause (A) above, less any amounts received by Buyer from the Escrow Funds with respect to such Losses) stated in the Demand within fifteen (15) days of the earlier of expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the Indemnitor admits that a portion of the Demand is a valid claim under Section 8.2 7.2 and the remaining portion of the Demand is disputed, the Indemnitor shall pay to the Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses (and in the case of clause (A) above, less any amounts received by Buyer from the Escrow Funds with respect to such Losses) within fifteen (15) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. such notice from the Indemnitor, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c7.7(c).

Response to a Demand. The Indemnitor Indemnification Representative may reply to a the Demand made under Section 8.5(a8.2(a) hereof by written notice given to the IndemniteeCompensated Person and the Escrow Agent, which notice shall state (i) whether the Indemnitor Indemnification Representative agrees or disagrees that the claim asserted by the Compensated Person is a valid claim under this Agreement and agrees or disagrees with respect to the amount of the Losses Damages in such Demand and (ii) if Indemnitor disagrees with either the validity of such claim or the amount of such LossesDemand. If, the basis for such disagreement. (i) If the Indemnitor does not give the Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or ), the Indemnitor gives Indemnification Representative does not give to the Compensated Person and the Escrow Agent a notice which asserts that a dispute exists with respect to such Demand is uncontested; then specifying the Indemnitor shall, subject to Sections 8.3 nature and 8.4 above, deliver payment to the Indemnitee in cash an amount equal to the value of the Losses stated in the Demand within fifteen (15) days of the earlier of expiration of such Indemnity Notice Period dispute or if the Indemnification Representative gives notice that the Demand is uncontested, then the Escrow Agent shall release from the Escrow Fund and deliver to the Compensated Person such number of Escrow Shares as shall equal the amount of the Damages claimed, and the Escrow Fund shall be reduced to the extent thereof, with each Company Stockholder’s percentage of the Escrow Fund reduced in proportion to his, her or its ownership interest in the Escrow Shares (his, her or its “Pro Rata Share”). If the notice from the Indemnitor Indemnification Representative admits that a portion of the Demand is a valid claim under Section 8.2 8.1 of this Agreement and the remaining a portion of the Demand is disputed, the Indemnitor Escrow Agent shall pay disburse the number of Escrow Shares to the Indemnitee in cash an amount equal to Compensated Person for the value of the Losses as Damages which are allocable to mutually agreed upon Losses within fifteen (15the “Undisputed Portion”) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. such notice from the Indemnitor, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c8.2(c).

Response to a Demand. The Indemnitor A Notified Party may reply to a Demand made under Section 8.5(a8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether the Indemnitor such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement and Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iiiii) if Indemnitor such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitor Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Indemnitee Escrow Agent a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Indemnitor Securityholder Representative gives notice that such Demand is uncontested; , then the Indemnitor shallEscrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, subject the Escrow Agent shall promptly disburse to Sections 8.3 Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and 8.4 abovethe disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Xxxxx does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to the Indemnitee such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within fifteen ten (1510) days Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the Indemnitor Xxxxx admits that a portion of the Demand is a valid claim under Section 8.2 8.3 and the remaining portion of the Demand is disputed, the Indemnitor Buyer shall pay to such Company Securityholder or the Indemnitee Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within fifteen ten (1510) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Business Days of the Securities Act earlier of 1933, as amended. Confidential treatment has been requested with respect to this information. the expiration of such Indemnity Notice Period or such notice from the IndemnitorBuyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c8.6(c).

Response to a Demand. The Indemnitor A Notified Party may reply to a Demand made under Section 8.5(a9.6(a) hereof by written notice given to the Indemnitee, Indemnitee which notice shall state (i) whether the Indemnitor such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement and Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand Demand, specifying the amount of the agreement and the disagreement and (iiiii) if Indemnitor such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. . Subject to Sections 9.4 and 9.5, if (iA) If a Buyer Indemnified Party is the Indemnitor Indemnitee or (B) the Seller or Equityholder Indemnitors are the Indemnitee, and in either case the Notified Party does not give the Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within thirty sixty (3060) days after receipt of the Demand (the “Indemnity Notice Period”) disputing such Demand or the Indemnitor gives notice that such Demand is uncontested; then , then, the Indemnitor shallSeller and the Equityholder Indemnitors in accordance with their respective Pro Rata Shares (severally and not jointly), subject to Sections 8.3 and 8.4 aboveor Buyer, as applicable, shall deliver payment to the Indemnitee in cash an amount equal to the value of the Losses stated in the Demand within fifteen (15) days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from the Indemnitor Notified Party admits that a portion of the Demand is a valid claim under Section 8.2 9.2 or 9.3 of this Agreement, as applicable, and the remaining portion of the Demand is disputed, the Indemnitor Seller and/or the Equityholder Indemnitors in accordance with their respective Pro Rata Shares (severally and not jointly), or Buyer, as applicable, shall pay to the Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within the fifteen (15) days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 earlier of the Securities Act expiration of 1933, as amended. Confidential treatment has been requested with respect to this information. such Indemnity Notice Period or notice from that the IndemnitorDemand is uncontested, and the disputed portion of such Demand shall be resolved in accordance with Section 8.5(c9.6(c).