Common use of Claims for Indemnity Clause in Contracts

Claims for Indemnity. (a) Concurrently with the delivery of an Indemnity Notice under the Merger Agreement, Parent will deliver to the Escrow Agent a certificate in substantially the form of ANNEX I attached hereto (a "CERTIFICATE OF INSTRUCTION"). No Certificate of Instruction may be delivered by Parent after the close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Shareholders of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within thirty (30) calendar days following its receipt of a Certificate of Instruction (the "OBJECTION PERIOD"), have received from the Shareholders a certificate in substantially the form of ANNEX II attached hereto (an "OBJECTION CERTIFICATE") disputing their obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (A) a certificate from Parent and the Shareholders substantially in the form of ANNEX III attached hereto (a "RESOLUTION CERTIFICATE") stating that Parent and the Shareholders have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (B) a copy of a final, nonappealable order of a court of competent jurisdiction (accompanied by a certificate of Parent substantially in the form of ANNEX IV attached hereto (a "LITIGATION CERTIFICATE")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by the Shareholders, then the Escrow Agent shall, on the second business day next following (A) the expiration of the Objection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or a Litigation Certificate, as the case may be, deliver to Parent from each Shareholder's portion of the Escrow Shares (pro rata in accordance with paragraph (g) of this SECTION 5 hereto) a certificate or certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractions), equal to the quotient obtained by dividing (x) the Owed Amount (or, if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount) by (y) the Per Share Price (as hereinafter defined), calculated as of the date of the Litigation Certificate or the Resolution Certificate, as applicable, or if no Objection Certificate is received, the Certificate of Instruction. For purposes of this Agreement:

Claims for Indemnity. (a) Concurrently with the delivery of an Indemnity Notice under the Merger Agreementto Motion 2000, Parent Purchaser will deliver to the Escrow Agent a certificate in substantially the form of ANNEX Annex I attached hereto (a "CERTIFICATE OF INSTRUCTIONCertificate of Instruction"). No Certificate of Instruction may be delivered by Parent Purchaser after the close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Shareholders Motion 2000 of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within thirty (30) calendar days following its receipt of a Certificate of Instruction (the "OBJECTION PERIODObjection Period"), have received from the Shareholders Motion 2000 a certificate in substantially the form of ANNEX Annex II attached hereto (an "OBJECTION CERTIFICATEObjection Certificate") disputing their its obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (Ax) a certificate from Parent Purchaser and the Shareholders Motion 2000 substantially in the form of ANNEX Annex III attached hereto (a "RESOLUTION CERTIFICATEResolution Certificate") stating that Parent Purchaser and the Shareholders Motion 2000 have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (By) a copy of a final, nonappealable order of a court Board of competent jurisdiction Arbitration (accompanied by a certificate of Parent Purchaser substantially in the form of ANNEX IV attached hereto (a "LITIGATION CERTIFICATE")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by the Shareholders, then the Escrow Agent shall, on the second business day next following (A) the expiration of the Objection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or a Litigation Certificate, as the case may be, deliver to Parent from each Shareholder's portion of the Escrow Shares (pro rata in accordance with paragraph (g) of this SECTION 5 hereto) a certificate or certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractions), equal to the quotient obtained by dividing (x) the Owed Amount (or, if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount) by (y) the Per Share Price (as hereinafter defined), calculated as of the date of the Litigation Certificate or the Resolution Certificate, as applicable, or if no Objection Certificate is received, the Certificate of Instruction. For purposes of this Agreement:Annex IV

Claims for Indemnity. (a) Concurrently with the delivery of an Indemnity Notice under the Merger Agreement, the Parent will deliver to the Escrow Agent a certificate in substantially the form of ANNEX I attached hereto (a "CERTIFICATE OF INSTRUCTION"). No Certificate of Instruction may be delivered by the Parent after the close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Shareholders Escrow Representative of its receipt of a Certificate of Instruction not later than the second fifth business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within thirty (30) calendar days following its receipt of a Certificate of Instruction (the "OBJECTION PERIOD"), have received from the Shareholders Escrow Representative a certificate in substantially the form of ANNEX II attached hereto (an "OBJECTION CERTIFICATE") disputing their the Company Stockholders' obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (A) a certificate from Parent and the Shareholders Escrow Representative substantially in the form of ANNEX III attached hereto (a "RESOLUTION CERTIFICATE") stating that Parent and the Shareholders Escrow Representative have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties Persons or (B) a copy of a final, nonappealable an order of a court of competent jurisdiction (accompanied by a certificate of Parent and the Escrow Representative substantially in the form of ANNEX IV attached hereto (a "LITIGATION CERTIFICATE")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties Persons by the ShareholdersCompany Stockholders, then the Escrow Agent shall, on the second business day next following (A) the expiration of the Objection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or a Litigation Certificate, as the case may be, deliver to the Parent from each ShareholderCompany Stockholder's portion of the Escrow Shares (pro rata in accordance with paragraph (g) of this SECTION 5 hereto5) a certificate or certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractionsrounding to the nearest whole share), as is equal to the quotient obtained by dividing (x) the Owed Amount (or, if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount) by (y) the Per Share Price (as hereinafter defined)Average Parent Stock Price, calculated as of the date of the Litigation Certificate or the Resolution Certificate, as applicable, or if no Objection Certificate is received, the Certificate of Instruction. (c) The Escrow Agent shall give written notice to the Parent of its receipt of an Objection Certificate not later than the fifth business day following receipt thereof, together with a copy of such Objection Certificate. For The Escrow Agent shall give written notice to the Escrow Representative of its receipt of a Litigation Certificate not later than the fifth business day following receipt thereof, together with a copy of such Litigation Certificate. (d) Upon the payment by the Escrow Agent of the Owed Amount referred to in a Certificate of Instruction, such Certificate of Instruction shall be deemed canceled. Upon the receipt by the Escrow Agent of a Resolution Certificate or a Litigation Certificate and the payment by the Escrow Agent of the Owed Amount referred to therein, the related Certificate of Instruction shall be deemed canceled. (e) Upon the Parent's determination that it has no claim or has released its claim with respect to an Owed Amount referred to in a Certificate of Instruction (or a specified portion thereof), the Parent will promptly deliver to the Escrow Agent a certificate substantially in the form of ANNEX V attached hereto (a "PARENT CANCELLATION CERTIFICATE") canceling such Certificate of Instruction (or such specified portion thereof, as the case may be), and such Certificate of Instruction (or portion thereof) shall thereupon be deemed canceled. The Escrow Agent shall give written notice to the Escrow Representative of its receipt of a Parent Cancellation Certificate not later than the fifth business day following receipt thereof, together with a copy of such Parent Cancellation Certificate. (f) Upon receipt of an order of a court of competent jurisdiction stating that none of the Owed Amount (or such specified portion thereof, as the case may be) referred to in a Certificate of Instruction as to which the Escrow Representative delivered an Objection Certificate within the Objection Period is payable to any Indemnified Person by the Company Stockholders, the Escrow Representative may deliver a copy of such order (accompanied by a certificate of the Escrow Representative substantially in the form of ANNEX VI attached hereto (a "STOCKHOLDER CANCELLATION CERTIFICATE")) canceling such Certificate of Instruction, and such Certificate of Instruction shall thereupon be deemed canceled. The Escrow Agent shall give written notice to the Parent of its receipt of a Stockholder Cancellation Certificate not later than the business day next following receipt thereof, together with a copy of such Stockholder Cancellation Certificate. (g) To the extent that the Escrow Agent is required to deliver Escrow Shares to Parent hereunder, it shall deliver to Parent (i) such shares obtained from the escrow accounts maintained for the Company Stockholders on a PRO RATA basis based on the respective ownership of Escrow Shares set forth on SCHEDULE I hereto, and (ii) stock transfer powers related to such shares. Parent shall cause the transfer agent for the Parent Common Stock to cooperate with the Escrow Agent in providing replacement stock certificates for shares of Parent Common Stock in substitution for those held by the Escrow Agent in order to enable the Escrow Agent to make the distributions of Escrow Shares required under this Agreement. (h) No certificate shall be delivered pursuant to this Section 5 unless it shall have been prepared in good faith by the party delivering such certificate, and all certificates delivered pursuant to this Section 5 shall represent bona fide notice for purposes of this Agreement:.

Claims for Indemnity. (a) Concurrently For a Buyer Indemnified Party to be entitled to any indemnification from the Stockholders, Buyer Indemnified Party will promptly notify the Stockholders in writing of a Loss indemnified under Section 11 or this Section 10 which arose in connection with the delivery a single event or a series of an Indemnity Notice under the Merger Agreement, Parent will deliver to the Escrow Agent a certificate in substantially the form of ANNEX I attached hereto related events (a "CERTIFICATE OF INSTRUCTION")“Claim”) upon becoming aware of the existence of such Claim stating the amount claimed to be due and payable, the basis of the Claim and the provision or provisions of this Agreement under which such claim is asserted. No Certificate Within 60 days after receipt of Instruction may be delivered such notice, the Stockholders will by Parent after the close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to Buyer Indemnified Party, either (a) concede liability as to the Shareholders of its receipt of amount claimed in such notice, (b) deny liability in whole as to such amount, or (c) concede liability in part and deny liability in part. If the parties are unable to resolve any dispute over a Certificate of Instruction not later than Claim brought under this Section 10.3(a) within 30 days after Buyer Indemnified Party receives written notice from the second business day next following receipt thereofStockholders denying liability in whole or in part, together with a copy of such Certificate of Instructionthe parties will submit the dispute to the dispute resolution procedure set forth in Section 12.1. (b) If For a Stockholder Indemnified Party to be entitled to any indemnification from Buyer, the Escrow Agent (i) shall notStockholder Indemnified Party will promptly notify Buyer in writing of a Claim upon becoming aware of the existence of such Claim stating the amount claimed to be due and payable, within thirty (30) calendar the basis of the Claim and the provision or provisions of this Agreement under which such Claim is asserted. Within 60 days following its after receipt of a Certificate of Instruction such notice, Buyer will by written notice to the Stockholder Indemnified Party, either (a) concede liability as to the "OBJECTION PERIOD"), have received from the Shareholders a certificate in substantially the form of ANNEX II attached hereto (an "OBJECTION CERTIFICATE") disputing their obligation to pay the Owed Amount referred to amount claimed in such Certificate of Instructionnotice, (b) deny liability in whole as to such amount, or (iic) shall have received such an Objection Certificate concede liability in part and deny liability in part. If the parties are not able to resolve any dispute over a Claim brought under this Section 10.3(b) within 30 days after the Objection Period and shall thereafter have received either (A) a certificate Stockholder Indemnified Party receives written notice from Parent and Buyer denying liability in whole or in part, the Shareholders substantially in parties will submit the form of ANNEX III attached hereto (a "RESOLUTION CERTIFICATE") stating that Parent and the Shareholders have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (B) a copy of a final, nonappealable order of a court of competent jurisdiction (accompanied by a certificate of Parent substantially in the form of ANNEX IV attached hereto (a "LITIGATION CERTIFICATE")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by the Shareholders, then the Escrow Agent shall, on the second business day next following (A) the expiration of the Objection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or a Litigation Certificate, as the case may be, deliver to Parent from each Shareholder's portion of the Escrow Shares (pro rata in accordance with paragraph (g) of this SECTION 5 hereto) a certificate or certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractions), equal dispute to the quotient obtained by dividing (x) the Owed Amount (or, if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount) by (y) the Per Share Price (as hereinafter defined), calculated as of the date of the Litigation Certificate or the Resolution Certificate, as applicable, or if no Objection Certificate is received, the Certificate of Instruction. For purposes of this Agreement:dispute resolution procedure set forth in Section 12.1.

Claims for Indemnity. (a) Concurrently with the delivery of an Indemnity Notice under to the Merger AgreementShareholders, Parent will deliver to the Escrow Agent a certificate in substantially the form of ANNEX Annex I attached hereto (a "CERTIFICATE OF INSTRUCTIONCertificate of Instruction"). No Certificate of Instruction may be delivered by Parent after the close of business on the business day immediately preceding the Termination Date. The Escrow Agent shall give written notice to the Shareholders of its receipt of a Certificate of Instruction not later than the second business day next following receipt thereof, together with a copy of such Certificate of Instruction. (b) If the Escrow Agent (i) shall not, within thirty (30) calendar days following its receipt of a Certificate of Instruction (the "OBJECTION PERIODObjection Period"), have received from the Shareholders a certificate in substantially the form of ANNEX Annex II attached hereto (an "OBJECTION CERTIFICATEObjection Certificate") disputing their obligation to pay the Owed Amount referred to in such Certificate of Instruction, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (A) a certificate from Parent and the Shareholders substantially in the form of ANNEX Annex III attached hereto (a "RESOLUTION CERTIFICATEResolution Certificate") stating that Parent and the Shareholders have agreed that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties or (B) a copy of a final, nonappealable order of a court Board of competent jurisdiction Arbitration (accompanied by a certificate of Parent substantially in the form of ANNEX Annex IV attached hereto (a an "LITIGATION CERTIFICATEArbitration Certificate")) stating that the Owed Amount referred to in such Certificate of Instruction (or a specified portion thereof) is payable to one or more of the Indemnified Parties by the Shareholders, then the Escrow Agent shall, on the second business day next following (A) the expiration of the Objection Period or (B) the Escrow Agent's receipt of a Resolution Certificate or a Litigation an Arbitration Certificate, as the case may be, deliver to Parent from each Shareholder's portion of the Escrow Shares (pro rata in accordance with paragraph (g) of this SECTION 5 hereto) a certificate or certificates evidencing in the aggregate that number of whole Escrow Shares (ignoring fractions), equal to the quotient obtained by dividing (x) the Owed Amount (or, if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable, such lesser amount) by (y) the Per Share Price (as hereinafter defined), calculated as of the date of the Litigation Certificate or the Resolution Certificate, as applicable, or if no Objection Certificate is received, the Certificate of Instruction. For purposes of this Agreement:each