Common use of Claim Procedures Clause in Contracts

Claim Procedures. If a Person is entitled to indemnification under this Article VII (the “Indemnified Party”), such party may make claim under this Article VII (a “Claim”) by delivering to the party required to provide indemnification hereunder (the “Indemnifying Party”) written notice of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent known, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (30) days after the last day of the applicable Response Period the amount of Damages due pursuant to this Article VII. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 shall be payable in shares of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is made.

Claim Procedures. If a Person is entitled to indemnification under this Article VII V (the “Indemnified Party”), such party may make claim under this Article VII V (a “Claim”) by delivering to the party required to provide indemnification hereunder (the “Indemnifying Party”) written notice of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent known, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (30) days after the last day of the applicable Response Period the amount of Damages due pursuant to this Article VII. V. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. V. Any obligation of a Harbinger Party Alexander to indemnify the Company Lattice Indemnified Parties pursuant to Section 7.2 5.2 shall be payable in shares of Company Common Stock or, at the sole option of such Harbinger Party, cashStock. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is made.

Claim Procedures. When you find that you cannot report for work because of a non-occupational accident or sickness, you should contact the Industrial Relations Department of Newfoundland Woodlands in Grand Falls-Windsor. (This contact must be made within fifteen (15) days from your first date of absence. Failure to do so in this time period may result in a loss of benefits.) A claim form will be sent to you and you, in turn, will take that form to your doctor. Your doctor completes the portion headed "Attending Physician's Statement". If does not answer all questions, the form will be returned and this could result in a Person delay of your payments. You must complete the section concerning you which is entitled to indemnification under this Article VII (headed "Insured's Statement". You must return the “Indemnified Party”), such party may make claim under this Article VII (a “Claim”) by delivering form to the party Industrial Relations Department. You may from time to time be requested to have your doctor complete supplementary forms as required to provide indemnification hereunder (by the “Indemnifying Party”) written notice of such insurance company. When the completed claim (form is received at the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or actionIndustrial Relations Department, it will be forwarded to the extent knowninsurance company. They will make all decisions concerning approval or rejection of the claim. If approved, the cheques be sent to the claimant through the Industrial Relations Department. It is very important that the Industrial Relations Department has your correct address to ensure that your cheques will not be delayed. When there is a delay of two (2) weeks or more in Weekly Indemnity payments, the Company will make advance payments at normal intervals until the claim is processed if requested by the employee. In cases where there is a medical dispute as to the validity of a claim or the continuance of a claim and where the physician of the employee and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond Employer fail to the Indemnified Party (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Periodreach an agreement, the Indemnifying Party dispute will be deemed referred to a practicing specialist who will render a final and binding decision. Once you have been in receipt of Weekly Indemnity benefits, in order for you to be able to come back to work, you must have a return to work pass from your doctor. When you have the pass, you report for work on the designated day and present the pass to your ▇▇▇▇▇▇▇. All foremen have been instructed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not any employees back to dispute work unless they produce a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (30) days after the last day of the applicable Response Period the amount of Damages due pursuant to this Article VII. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 shall be payable in shares of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madepass.

Claim Procedures. If a Person is entitled to indemnification under this Article VII (The following provisions shall control in the “Indemnified Party”)event of any Cargo Loss, such party may make claim under this Article VII (a “Claim”) by delivering notwithstanding anything to the party required contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to provide indemnification hereunder notify ▇▇▇▇▇▇ in writing within four (4) calendar days after the “Indemnifying Party”) written notice loss is discovered or should have been discovered in the exercise of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent knowndue care, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party no event later than forty-five (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (3045) days after the last day pick-up by ▇▇▇▇▇▇ of the applicable Response Period securely sealed container in connection with which the amount of Damages due pursuant to this Article VIICargo Loss is asserted. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more notice of the matters identified Cargo Loss is not received by ▇▇▇▇▇▇ within this forty -five (45) day period, the claim for the Cargo Loss shall be deemed waived and released by the CUSTOMER. All claim notices must be signed and received on company letterhead and contain a brief description of the loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and supporting documentation if available at the time of notice. All claims must be sent to the ▇▇▇▇▇▇ Centralized Claim Unit via email at ▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇. It is agreed that both parties will work together to determine the extent of the Cargo Loss, and if possible, the cause of Cargo Loss. b) Notwithstanding anything set forth in this Agreement to the contrary, the sole liabili ty of ▇▇▇▇▇▇ in the Claims Noticeevent of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liabi lity Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the Indemnifying Party identity of the maker or endorser of the check, identification of the payee and identification of the Indemnified Party shall promptly meet and act financial institution upon which the check is drawn. CUSTOMER agrees in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation event of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 loss, that any liability of LOOMIS shall be payable in shares reduced by the face value of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madereconstructed or recovered item(s).

Claim Procedures. If a Person is entitled to indemnification under this Article VII (The following provisions shall control in the “Indemnified Party”)event of any Cargo Loss, such party may make claim under this Article VII (a “Claim”) by delivering notwithstanding anything to the party required contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to provide indemnification hereunder notify LOOMIS in writing within forty-five (45) calendar days after the “Indemnifying Party”) written notice loss is discovered or should have been discovered in the exercise of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent knowndue care, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party no event later than forty-five (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (3045) days after the last day pick-up by LOOMIS of the applicable Response Period securely sealed container in connection with which the amount of Damages due pursuant to this Article VIICargo Loss is asserted. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more notice of the matters identified Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for the Cargo Loss shall be deemed waived and released by the CUSTOMER. All claim notices must be signed and received on company letterhead and contain a brief description of the loss to include: date of service/date of loss, claim amount, Loomis branch performing serviceATM number if applicable, customer contact information with payment instructions and supporting documentation if available at the time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at ▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇. It is agreed that both parties will work together to determine the extent of the Cargo Loss, and if possible, the cause of Cargo Loss. b) Notwithstanding anything set forth in this Agreement to the contrary, the sole liability of LOOMIS in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation event of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 Cargo Loss, from whatever cause, shall be payable subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in shares of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) event of a share Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of Company Common Stock any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the 30-trading day period ending on Maximum Liability Coverage amount, include the date preceding the date on which such payment is made.face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement

Claim Procedures. If a Person is entitled to indemnification under this Article VII (the “Indemnified Party”), such party may make claim under this Article VII (a “Claim”) by delivering to the party required to provide indemnification hereunder (the “Indemnifying Party”) AEO shall give BreitBurn prompt written notice of such claim (any third party action or other Damages claims which may give rise to any indemnity obligation under this Section 10.4, together with the “Claims Notice”). The Claims Notice shall state the nature and basis estimated amount of such Claim action or actionDamage, and BreitBurn shall have the right to assume the defense of any such action through counsel of its own choosing, by so notifying AEO within sixty days of receipt of AEO’s written notice; provided, however, that BreitBurn’ counsel shall be reasonably satisfactory to AEO. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If AEO desires to participate in any such defense assumed by BreitBurn it may do so at its sole cost and expense. If BreitBurn declines to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such action incurred by AEO, including reasonable fees and disbursements of counsel in the event it is ultimately determined that BreitBurn is liable for such action pursuant to the extent knownterms of this Agreement. If BreitBurn has assumed any such defense, but thereafter BreitBurn has failed to diligently maintain such defense, then AEO shall give BreitBurn written notice thereof and, if BreitBurn does not take reasonable action to remedy such failure within thirty days after receipt, then AEO may assume such defense and BreitBurn shall continue to be liable for all reasonable costs and expenses incurred in defending such actions, provided that AEO diligently maintains such defense and is commercially reasonable (given the size and nature of the claim involved) in the manner of defense and the amount in dispute under such claim or actioncosts and expenses incurred. BreitBurn shall not, if known at such time. The Indemnifying Party shall respond to without the Indemnified Party (written consent of a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the AEO Indemnified Party, then the amount of Damages, settle any action or claim against such AEO Indemnified Party or consent to the extent known at the time, set forth entry of any judgment with respect thereto that (i) does not result in such Claims Notice will be conclusively deemed to be an obligation a final resolution of the Indemnifying AEO Indemnified Party’s liability with respect to such action or claim (including, in the case of a settlement, an unconditional written release of the AEO Indemnified Party from all further liability in respect of such action or claim) or (ii) would result in the imposition of a consent order, injunction or decree which would materially and adversely restrict the future activity or conduct of the AEO Indemnified Party, and the Indemnifying Party shall pay within thirty (30) days after the last day of the applicable Response Period the amount of Damages due pursuant to this Article VII. If the Indemnifying Party delivers other than conduct which violates a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 shall be payable in shares of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madeLaw.

Claim Procedures. If a Person is entitled to indemnification under this Article VII (The following provisions shall control in the “Indemnified Party”)event of any Cargo Loss, such party may make claim under this Article VII (a “Claim”) by delivering notwithstanding anything to the party required contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to provide indemnification hereunder notify LOOMIS in writing within four (4) calendar days after the “Indemnifying Party”) written notice loss is discovered or should have been discovered in the exercise of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent knowndue care, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party no event later than forty-five (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (3045) days after the last day pick-up by LOOMIS of the applicable Response Period securely sealed container in connection with which the amount of Damages due pursuant to this Article VIICargo Loss is asserted. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more notice of the matters identified Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for the Cargo Loss shall be deemed waived and released by the CUSTOMER. All claim notices must be signed and received on company letterhead and contain a brief description of the loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and supporting documentation if available at the time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at ▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇. It is agreed that both parties will work together to determine the extent of the Cargo Loss, and if possible, the cause of Cargo Loss. b) Notwithstanding anything set forth in this Agreement to the contrary, the sole liability of LOOMIS in the Claims Noticeevent of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liability Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the Indemnifying Party identity of the maker or endorser of the check, identification of the payee and identification of the Indemnified Party shall promptly meet and act financial institution upon which the check is drawn. CUSTOMER agrees in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation event of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 loss, that any liability of LOOMIS shall be payable in shares reduced by the face value of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madereconstructed or recovered item(s).

Claim Procedures. If a Person is entitled to indemnification under this Article VII (The following provisions shall control in the “Indemnified Party”)event of any loss or claim, such party may make claim under this Article VII (a “Claim”) by delivering notwithstanding anything to the party required contrary contained in this Agreement: a) In the event of a loss, CUSTOMER agrees to provide indemnification hereunder notify SECTRAN in writing within four (the “Indemnifying Party”4) written notice of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent known, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party (a “Claim Response”) within thirty (30) calendar days (the “Response Period”) after the date that the Claims Notice loss is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described discovered or should have been discovered in the related Claims Noticeexercise of due care. If the Indemnifying Party elects not CUSTOMER agrees that any loss shall be reported by CUSTOMER to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay SECTRAN within thirty forty-five (3045) days after the last day pick-up by SECTRAN of the applicable Response Period securely sealed container in connection with which the loss is asserted. Unless such notice has been received by SECTRAN within this forty-five (45) day period, such claim shall be deemed waived and released by the CUSTOMER. It is agreed that both parties will work together to determine the extent of the loss, and if possible, the cause of loss. b) The sole liability of SECTRAN (except as stated in this Agreement) in the event of a loss, from whatever cause, shall be subject to the Liability Coverage per Shipment Amount set forth in this Agreement or the Excess Liability Coverage, if not declined by the CUSTOMER. c) Unless CUSTOMER has opted-out of its reconstruction obligations in writing above, CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a loss. In addition, CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. SECTRAN’s liability, unless otherwise stated in this Agreement, shall be the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the item(s), any necessary cost because of stop-payment procedures or reasonable costs associated with CUSTOMER providing information and assistance with recovery of loss. The term “Reconstruction” is defined to mean the identification of the item(s) only to the extent of determining the face amount of Damages due pursuant to this Article VII. If said item(s) and the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more identity of the matters identified maker or endorser of each or providing audit trail, foreign or internal network information, data, customer information or other relevant information to allow SECTRAN to recover any and/or all item(s) or cash associated with loss. CUSTOMER agrees in the Claims Notice, the Indemnifying Party and the Indemnified Party shall promptly meet and act in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation event of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 loss, that any liability of SECTRAN shall be payable in shares reduced by the face value of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madereconstructed or recovered item(s).

Claim Procedures. If a Person is entitled to indemnification under this Article VII (The following provisions shall control in the “Indemnified Party”)event of any Cargo Loss, such party may make claim under this Article VII (a “Claim”) by delivering notwithstanding anything to the party required contrary contained in this Agreement: a) In the event of a Cargo Loss, CUSTOMER agrees to provide indemnification hereunder notify ▇▇▇▇▇▇ in writing within four (4) calendar days after the “Indemnifying Party”) written notice loss is discovered or should have been discovered in the exercise of such claim (the “Claims Notice”). The Claims Notice shall state the nature and basis of such Claim or action, to the extent knowndue care, and the amount in dispute under such claim or action, if known at such time. The Indemnifying Party shall respond to the Indemnified Party no event later than forty-five (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Claims Notice is received by the Indemnifying Party. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the Claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a Claim described in a Claims Notice, whether by failing to give a timely Claim Response or by written notice to the Indemnified Party, then the amount of Damages, to the extent known at the time, set forth in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay within thirty (3045) days after the last day pick-up by ▇▇▇▇▇▇ of the applicable Response Period securely sealed container in connection with which the amount of Damages due pursuant to this Article VIICargo Loss is asserted. If the Indemnifying Party delivers a Claim Response not relating to a Third-Party Claim within the Response Period indicating that it disputes one or more notice of the matters identified Cargo Loss is not received by LOOMIS within this forty-five (45) day period, the claim for the Cargo Loss shall be deemed waived and released by the CUSTOMER. All claim notices must be signed and received on company letterhead and contain a brief description of the loss to include: date of service/date of loss, claim amount, Loomis branch performing service, ATM number if applicable, customer contact information with payment instructions and supporting documentation if available at the time of notice. All claims must be sent to the Loomis Centralized Claim Unit via email at ▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇. It is agreed that both parties will work together to determine the extent of the Cargo Loss, and if possible, the cause of Cargo Loss. b) Notwithstanding anything set forth in this Agreement to the contrary, the sole liability of LOOMIS in the Claims Noticeevent of a Cargo Loss, from whatever cause, shall be subject to the Maximum Liability Amount or the Excess Liability Coverage, if not declined by CUSTOMER. c) CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a Cargo Loss. CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. In no event shall LOOMIS’ liability for any Cargo Loss, irrespective of the Maximum Liability Coverage amount, include the face value of any lost or destroyed check. LOOMIS’ liability, unless otherwise stated in this Agreement, shall be limited to the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the checks, but never to exceed ten thousand dollars ($10,000.00) per shipment “Reconstruction” shall mean the identification of the face amount, the Indemnifying Party identity of the maker or endorser of the check, identification of the payee and identification of the Indemnified Party shall promptly meet and act financial institution upon which the check is drawn. CUSTOMER agrees in good faith to settle the dispute before otherwise seeking to enforce their respective rights under this Article VII. Any obligation event of a Harbinger Party to indemnify the Company Indemnified Parties pursuant to Section 7.2 loss, that any liability of LOOMIS shall be payable in shares reduced by the face value of Company Common Stock or, at the sole option of such Harbinger Party, cash. For purposes of making any such indemnification payments hereunder, each share of Company Common Stock shall be valued at the volume weighted average price (computed using Bloomberg) of a share of Company Common Stock for the 30-trading day period ending on the date preceding the date on which such payment is madereconstructed or recovered item(s).