Common use of Settlement Obligations Clause in Contracts

Settlement Obligations. 2.1 Within three (3) business days after the Effective Date, the Parties shall file a joint stipulation and proposed order with the arbitrator in the AAA Arbitration to dismiss all claims and counterclaims in the AAA Arbitration with prejudice, and with each side bearing its own fees and costs. 2.2 Gaiam will not seek to confirm the arbitration award issued by KPMG in the Working Capital Arbitration, or to otherwise demand payment thereunder. The Parties agree to bear their own fees and costs in connection with the Working Capital Arbitration. NY01\SherC\4260976.2 2.3 Within fourteen (14) business days after the Effective Date, Gaiam will pay $2.3 million (Two Million Three Hundred Thousand Dollars) to Cinedigm via wire payment to the following account, as follows: CINEDIGM CORPORATION CONCENTRATION ACCOUNT 000000000 XXXXXX0X CIT Bank, N.A., 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxxx, Assistant Vice President Client Banking Services Tel: 000-000-0000 2.4 The Parties agree that they will conduct a further arbitration (herein, the “Reconciliation Arbitration”). In this regard, Cinedigm alleges that Gaiam has improperly retained cash received after the Acquisition’s closing relating to the EMB and which is owed to Cinedigm, as reflected by the amounts identified in lines A through T of the chart entitled “Accounts Receivable Reconciliation” and submitted by Cinedigm in connection with the September 13, 2015 mediation, and which is attached hereto as Exhibit A. Gaiam, for its part, denies that Cinedigm’s allegations have any merit and further disagrees with (1) the dollar amounts listed on lines A through T of Exhibit A; (2) the descriptions and categorizations that appear on lines A through T of Exhibit A; and (3) Cinedigm’s assertion that lines A through T of Exhibit A constitute the entire universe of transactions relevant to its contentions. The Parties, however, have agreed that the following provisions shall govern the Reconciliation Arbitration: 2.4.1 The arbitrator’s sole task (and sole authority) in the Reconciliation Arbitration shall be to calculate the Cash Remittance Shortfall (if any).

Settlement Obligations. 2.1 Within three (3) business days after the Effective Date, the Parties shall file a joint stipulation and proposed order with the arbitrator in the AAA Arbitration to dismiss all claims and counterclaims in the AAA Arbitration with prejudice, and with each side bearing its own fees and costs. 2.2 Gaiam will not seek to confirm the arbitration award issued by KPMG in the Working Capital Arbitration, or to otherwise demand payment thereunder. The Parties agree to bear their own fees and costs in connection with the Working Capital Arbitration. NY01\SherC\4260976.2. 2.3 Within fourteen (14) business days after the Effective Date, Gaiam will pay $2.3 million (Two Million Three Hundred Thousand Dollars) to Cinedigm via wire payment to the following account, as follows: CINEDIGM CORPORATION CONCENTRATION ACCOUNT 000000000 XXXXXX0X CIT Bank, N.A., 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxxx, Assistant Vice President Client Banking Services Tel: 000-000-0000 2.4 The Parties agree that they will conduct a further arbitration (herein, the “Reconciliation Arbitration”). In this regard, Cinedigm alleges that Gaiam has improperly retained cash received after the Acquisition’s closing relating to the EMB and which is owed to Cinedigm, as reflected by the amounts identified in lines A through T of the chart entitled “Accounts Receivable Reconciliation” and submitted by Cinedigm in connection with the September 13, 2015 mediation, and which is attached hereto as Exhibit A. Gaiam, for its part, denies that Cinedigm’s allegations have any merit and further disagrees with (1) the dollar amounts listed on lines A through T of Exhibit A; (2) the descriptions and categorizations that appear on lines A through T of Exhibit A; and (3) Cinedigm’s assertion that lines A through T of Exhibit A constitute the entire universe of transactions relevant to its contentions. The Parties, however, have agreed that the following provisions shall govern the Reconciliation Arbitration: 2.4.1 The arbitrator’s sole task (and sole authority) in the Reconciliation Arbitration shall be to calculate the Cash Remittance Shortfall (if any).

Settlement Obligations. 2.1 Within three The parties agree as follows: (3a) business days after On the Effective Datedate hereof, the Company shall purchase from the Sunwestern Parties, and the Sunwestern Parties shall file sell to the Company, the number of shares of common stock, par value $0.002 per share, of the Company (the "Common Stock") set forth opposite each Sunwestern Party's name on Schedule I attached hereto (collectively, the "Shares"), for a joint stipulation and proposed order with the arbitrator purchase price of $2.00 per share (One Million Nine Hundred Ninety-Eight Thousand Three Hundred Eighty-Six Dollars ($1,998,386) in the AAA Arbitration aggregate) (the "Purchase Price"). The applicable portion of the Purchase Price shall be payable to dismiss all claims and counterclaims each Sunwestern Party by wire transfer to an account designated by each Sunwestern Party, against delivery to the Company by each Sunwestern Party of certificates for the Shares being sold to the Company hereunder, together with stock powers executed in blank. (b) On the date hereof, the Company shall issue to each Sunwestern Party a warrant to purchase the number of shares of Common Stock set forth opposite such Sunwestern Party's name on Schedule I (499,596 shares in the AAA Arbitration with prejudiceaggregate), and with each side bearing its own fees and costs. 2.2 Gaiam will not seek to confirm the arbitration award issued by KPMG such warrants being substantially in the Working Capital Arbitration, or to otherwise demand payment thereunder. The Parties agree to bear their own fees and costs in connection with the Working Capital Arbitration. NY01\SherC\4260976.2 2.3 Within fourteen (14) business days after the Effective Date, Gaiam will pay $2.3 million (Two Million Three Hundred Thousand Dollars) to Cinedigm via wire payment to the following account, as follows: CINEDIGM CORPORATION CONCENTRATION ACCOUNT 000000000 XXXXXX0X CIT Bank, N.A., 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Contact: Xxxx Xxxxxxxx, Assistant Vice President Client Banking Services Tel: 000-000-0000 2.4 The Parties agree that they will conduct a further arbitration (herein, the “Reconciliation Arbitration”). In this regard, Cinedigm alleges that Gaiam has improperly retained cash received after the Acquisition’s closing relating to the EMB and which is owed to Cinedigm, as reflected by the amounts identified in lines A through T of the chart entitled “Accounts Receivable Reconciliation” and submitted by Cinedigm in connection with the September 13, 2015 mediation, and which is attached hereto as Exhibit A. Gaiam, for its part, denies that Cinedigm’s allegations have any merit and further disagrees with (1) the dollar amounts listed on lines A through T of Exhibit A; (2) the descriptions and categorizations that appear on lines A through T of Exhibit A; and (3) Cinedigm’s assertion that lines A through T form of Exhibit A constitute attached hereto (collectively, the entire universe of transactions relevant to its contentions"Warrants"). The PartiesCompany agrees that as long as the Sunwestern Parties in the aggregate own at least 50% of the Warrants and/or shares underlying the Warrants, however, have agreed that the Chief Executive Officer of the Company will hold a quarterly progress meeting with Patrick A. Rivelli, subject to a confidentiality agreement in accordaxxx xxxx Xxxxxxxxxn FD, no later than the twenty-fifth day following provisions shall govern the Reconciliation Arbitration:end of each calendar quarter and that such meeting will include delivery of then-available financial information for the most recent quarter and will include an update on the Company's then-current and planned business strategy. 2.4.1 The arbitrator’s sole task (and sole authorityc) in Effective as of the Reconciliation Arbitration shall be Closing, Silcock hereby resigns as a director of the Company. (d) Except for the acquisition of shares of Common Stock underlying the Warrants, each Sunwestern Party agrees not to calculate acquire, directly or indirectly, any securities of the Cash Remittance Shortfall (if any)Company following the Closing.