Common use of Claims Process Clause in Contracts

Claims Process. a. A Settlement Class Member must submit a Claim Form in order to make a claim, either by mail or online. To be valid, the Claim Form must contain: (1) the full name, mailing address of the Settlement Class Member; (2) the telephone number at which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted on or before the last day of the Claim Period. Claim forms submitted online shall allow for electronic signature. b. No later than fifteen days after the close of the Claim Period, the Settlement Administrator will review each claim that is submitted within the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will attempt to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolution. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. The Vendor and the Corporation shall bring a motion in the CCAA Court seeking approval of a claims process (the “Claims Process”) in form and substance customary for claims processes in CCAA proceedings and otherwise satisfactory to the Purchaser, acting reasonably, pursuant to which all claims against the Vendor and the Corporation and their respective directors and officers shall be solicited and determined, including any claims that may exist in relation to the Specified Amounts. The Claims Process shall include a claims bar date that is before the Closing Date. A Settlement Class Member must submit claim related to a Claim Form Specified Amount shall be included in order to make a claim, either by mail or online. To be valid, Indebtedness for the Claim Form must containpurposes of calculating the Estimated Closing Indebtedness and the Closing Indebtedness unless: (1A) such Specified Amount is paid by the Corporation or (B) (i) the Claims Process is approved by the CCAA Court and the Aralez Canada CCAA Termination Order is entered; and (ii) either (x) no claim in relation to such Specified Amount is filed in accordance with the Claims Process or otherwise permitted to be filed by the CCAA Court, or (y) to the extent a claim in relation to a Specified Amount is filed in accordance with the Claims Process or otherwise permitted to be filed by the CCAA Court, such claim has been disallowed in full name, mailing address without any further ability on the part of the Settlement Class Member; claimant to dispute, appeal or otherwise contest such disallowance, or (2z) to the telephone number extent a claim in relation to a Specified Amount is filed in accordance with the Claims Process or otherwise permitted to be filed by the CCAA Court and is disputed, under appeal or otherwise contested as at the Closing, in which he case the full amount of the claim shall be included in Estimated Closing Indebtedness and Closing Indebtedness unless such claim is reduced as a result of such dispute, appeal or she can be reached; (3) contestation prior to the telephone number(s) date on which the Settlement Class Member maintains he or she received Adjustment Amount is finally determined (the Phone Calls from or “Adjustment Date”) in which case the amount included in Closing Indebtedness in respect of such claim shall be such reduced amount; provided that in the event that following the Adjustment Date any amount of a claim related to a Specified Amount included in the Closing Indebtedness pursuant to this clause (z) is finally determined to be disallowed, the Purchaser shall remit such disallowed amount to the Monitor on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and Vendor within five (5) where applicableBusiness Days of such determination. Notwithstanding the foregoing, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted on or before the last day of the Claim Period. Claim forms submitted online shall allow for electronic signature. b. No later than fifteen days after the close of the Claim Period, the Settlement Administrator will review each claim that is submitted within the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If if a claim is denied as deficient allowed for an amount that is greater than nil but less than the applicable amount filed with respect to such claim in that it lacks a signature or any the Claims Process, the Indebtedness shall be adjusted in the amount of the information required allowed claim. In the event that any claims in Section 5(a)relation to a Specified Amount are determined to be owing by the Corporation pursuant to the Claims Process, the Settlement Administrator will provide Purchaser shall cause the Settlement Class Member with an opportunity Corporation to cure pay such amounts following the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly Closing to the Parties’ counsel on relevant party as determined by the number of claims that are received, the number that were denied, the number found to be deficient, and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will attempt to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolutionClaims Process. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit a Claim Form in order (i) If an Indemnified Person intends to make a claim, either by mail or online. To be validseek indemnification under Section 8(c) from the Company, the Claim Form must contain: Indemnified Person shall give the Company notice of such claim for indemnification promptly following the receipt or determination by the Indemnified Person of actual knowledge or information as to the factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a Third Party, within 30 days following receipt of written notice of such Third Party-claim or action. The Company shall have no liability under Section 8(c) for any claim or action for which such notice is not provided to the extent that the failure to give such notice prejudices the Company. (1ii) The Company shall have the full nameright to assume the defence of any claim or action brought by a Third Party, mailing address of at its sole cost and expense, with counsel designated by the Settlement Class MemberCompany and reasonably satisfactory to the Indemnified Person; (2) provided, however, that if the telephone number at defendants in any such action include both the Indemnified Person and the Company, and the Indemnified Person shall have reasonably concluded that there may be legal defences available to it which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls are different from or additional to those available to the Company, the Indemnified Person shall have the right to select separate counsel, the reasonable costs of which shall be at the Company’s expense, to assert such legal defences and to otherwise participate in the defence of such action on behalf of Defendant; such Indemnified Person. (4iii) Should any Indemnified Person be entitled to indemnification under Section 8(c) as a result of a claim or action by a Third Party, and should the signature Company fail to assume the defence of such claim or action, the Indemnified Person may, at the expense of the Settlement Class MemberCompany, verifying that contest (or, with or without the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day prior consent of the Claim PeriodCompany, settle) such claim or action. Claim Forms submitted through Except to the Settlement Website must be submitted on extent expressly provided herein, no Indemnified Person shall settle any claim or before action with respect to which it has sought or intends to seek indemnification pursuant to Section 8(c) without the last day prior written consent of the Claim Period. Claim forms submitted online Company, which consent shall allow for electronic signaturenot be unreasonably withheld, conditioned or delayed. b. No later than fifteen days after (iv) Except to the close extent expressly provided herein, the Company shall not settle any claim or action with respect to which it may be liable to provide indemnification pursuant to Section 8(c) without the prior written consent of the Claim PeriodIndemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed. (v) In the Settlement Administrator will review each claim event that is submitted within any Sales Taxes are deemed to be included in any payments to the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any Technical Advisor hereunder pursuant to section 182 of the information required in Section 5(a)ETA or a corresponding provision under any other Applicable Law relating to Sales Taxes, the Settlement Administrator will provide the Settlement Class Member with an opportunity such payment shall be increased to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, and the number that were approved. If there are take into account any disputes over the validity of a claim, the Parties’ counsel will attempt to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolutionSales Taxes. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit a Claim Form in (a) In order to make seek indemnification under Section 8.2, the Buyer Indemnified Person or the Seller Indemnified Person (as applicable, the “Indemnified Person”) shall deliver to Seller or Buyer (as applicable, the “Indemnifying Person”) a notice signed by an officer of Seller or Buyer, as applicable (a “Claim Notice”) promptly after (and in any event within ten (10) days after) the Indemnified Person has received notice of any lawsuit or other claim, either by mail action, suit or onlinearbitration which may be subject to indemnification under this Article VIII from a third party (a “Third Party Claim”), or otherwise has knowledge of a bona fide claim for indemnification pursuant to this Article VIII; provided, however, that any failure or delay in providing such notice shall not affect the Indemnified Person’s rights to indemnification hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. To be valid, the The Claim Form must containNotice shall: (1vii) state that the full name, mailing address Indemnified Person has a claim for Indemnifiable Damages; (viii) state the amount of or a good faith estimate of the Settlement Class Member; Indemnifiable Damages arising from such claim to the extent then known (2) the telephone number at which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant“Claimed Amount”); and (5ix) where applicable, any unique identification code contained describe in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked reasonable detail (based upon the information then possessed by the last day Indemnified Person) the nature of the Claim Period. Claim Forms submitted through claim to which such Indemnifiable Damages are related and the Settlement Website must be submitted provision of the Agreement which gives rise to the claim. (b) The Indemnifying Person may, at any time on or before the last thirtieth (30th) day following its receipt of a Claim Notice (the “Objection Period”), object (a “Claim Objection”) to a claim made in such Claim Notice by delivering written notice to the Indemnified Person. The Claim Objection shall set forth in reasonable detail the reasons for the objection to such claim and the portion of the Claim Period. Claim forms submitted online shall allow for electronic signature. b. No later than fifteen days after the close of the Claim Period, the Settlement Administrator will review each claim that Claimed Amount which is submitted within the Claim Perioddisputed. If the claim is timelyIndemnified Person does not receive a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, sets forth the information required Indemnifying Person shall, within five (5) Business Days following the end of the Objection Period, deliver to the Indemnified Person, the full amount of the Claimed Amount. If the Indemnified Person receives a Claim Objection in Section 5(arespect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall within five (5) Business Days following the end of the Objection Period, deliver to the Indemnified Person an amount equal to the portion of the Claimed Amount not subject to dispute (if any), is signed . (by written or electronic signature), and is not duplicative c) During the twenty (20) day period following the delivery of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient Claim Objection in that it lacks a signature or any of the information required in accordance with Section 5(a8.4(b), the Settlement Administrator will provide the Settlement Class Member with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, Indemnifying Person and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will Indemnified Person shall attempt in good faith to resolve such disputes between themselvesdispute. If the dispute is not resolved within such twenty (20) day period, and if not successful, either the disputes will be promptly presented Indemnifying Person or the Indemnified Person may submit the dispute for resolution pursuant to the Court for resolution. c. Each Settlement Class Member is entitled to make only a single claim, regardless provisions of the number of calls received.Section 9.4. 8.5

Claims Process. a. A Settlement Class Member must submit (i) Upon receipt by a Claim Form in order to make Buyer Indemnified Party or Seller Indemnified Party (as applicable, the “Indemnified Party”) of notice from a third party of any action, suit, proceeding, claim, either by mail demand or online. To be validassessment against such Indemnified Party which might give rise to a claim for Losses under this Section 10, the Claim Form must contain: Indemnified Party shall promptly give written notice thereof to the party from whom indemnification is sought (1the “Indemnifying Party”) setting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is being sought), a copy of any documentation received from the third party and an estimate of the Losses relating thereto; provided, however, that failure to give such notice shall not eliminate the right to indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Upon receipt of notice, the Indemnifying Party and the Indemnified Party shall negotiate and discuss in good faith any underlying claim by the Indemnified Party or from a third party and for a period of thirty (30) days and shall work together to resolve such claim to the mutual satisfaction of all parties prior to the initiation of any litigation by the Indemnified Party. The Indemnifying Party shall have the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such matter as to which the Indemnified Party is seeking indemnification hereunder. If the Indemnifying Party shall, in accordance with the preceding sentence, undertake to compromise or defend any such asserted Liability, it shall notify the Indemnified Party of its intention to do so, and the Indemnified Party shall agree to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such asserted Liability; provided, however, that the Indemnifying Party shall not settle any such asserted Liability without the written consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement fully releases the Indemnified Party in connection with such matter and provides relief consisting solely of money damages borne by the Indemnifying Party. Notwithstanding an election of the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense of such action or proceeding, provided, that, the Indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel in each jurisdiction, if, but only if, (y) the full namedefendants in, mailing address or targets of, any such action or proceeding include both an Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have reasonably concluded, based on the advice of counsel, that there is a material conflict of interest between the Settlement Class Member; Indemnifying Party and the Indemnified Party with respect to such proceeding (2) in which case the telephone number at which he Indemnifying Party shall not have the right to direct the defense of such action or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or proceeding on behalf of Defendant; the Indemnified Party) or (4z) the signature Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the Settlement Class Memberinstitution of such action or proceeding. In any event, verifying the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnifying Party. (ii) If the Indemnifying Party does not undertake to compromise or defend any third party claim pursuant to Section 10(g)(i) above, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense, but in such case, the Indemnified Party shall control the investigation and defense of the asserted Liability; provided, however, that the information on Indemnified Party shall not consent to any settlement of a third party claim without the form is accurate and prior written consent of the Indemnifying Party; provided, further, that the Settlement Class Member received allegedly unlawful calls from Defendant; Indemnifying Party may, at its option, elect at any time to assume and (5) where applicable, control the defense against such third party claim. The Indemnifying Party’s decision to allow the Indemnified Party to take the lead with respect to any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day indemnity obligation of the Claim Period. Claim Forms submitted through Indemnifying Party shall not limit, expand or otherwise affect the Settlement Website must be submitted on or before Indemnifying Party’s obligation to indemnify the last day Indemnified Party with respect to any such indemnity obligation, and if an Indemnified Party settles a third party claim it is defending pursuant to this Section 10(g)(ii) without obtaining the Indemnifying Party’s written consent to such settlement in violation of the Claim Period. Claim forms submitted online immediately preceding sentence, then the Indemnifying Party shall allow for electronic signaturebe relieved of its indemnification obligations hereunder with respect to such third party claim. b. No later than fifteen days (iii) In the event any Indemnified Party should have an indemnification claim against any Indemnifying Party under this Agreement that does not involve a claim by a third party, promptly after becoming aware of any facts or circumstances which the close Indemnified Party believes have given or would reasonably be expected to give rise to a right of indemnification pursuant to this Agreement, the Indemnified Party shall deliver notice of such claim to the Indemnifying Party in writing setting forth, with reasonable specificity, the nature of and facts underlying each particular claim (including identification of all particular sections of this Agreement pursuant to which indemnification is being sought) and an estimate of the Claim PeriodLosses relating thereto. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to such Indemnified Party, except to the Settlement Administrator will review each claim extent that is submitted within the Claim PeriodIndemnifying Party has been prejudiced by such failure. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member Indemnifying Party disputes its Liability with an opportunity respect to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, and the number that were approved. If there are any disputes over the validity of a such claim, the Parties’ counsel will attempt Indemnifying Party and the Indemnified Party shall proceed in good faith to resolve negotiate a resolution of such disputes between themselvesdispute and, and if not successfulresolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction. (iv) Notwithstanding anything in this Agreement to the contrary, the disputes will be promptly presented to the Court for resolutionconduct of Tax proceedings is addressed in Section 7(b). c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit Promptly after becoming aware of the existence of potential Damages or a Claim Form Third-Party Claim, Purchaser shall be entitled to deliver to Seller a certificate signed by an officer of Purchaser (an “Officer’s Certificate”) stating Purchaser’s good faith belief that Damages exist (or are reasonably expected to exist with respect to an identified matter) or that there has been an assertion in order to make writing against any Purchaser Indemnified Person of a claim, either demand, suit, action, arbitration, investigation, inquiry or proceeding brought by mail or online. To be valida third party against any Purchaser Indemnified Person (in each such case, a “Third-Party Claim”) that if successfully prosecuted, would give rise to the indemnification obligations of the Indemnifying Parties set forth in Section 6.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the Claim Form must contain: date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. Notwithstanding the foregoing, no delay on the part of Purchaser in giving the Indemnifying Parties an Officer’s Certificate shall limit or reduce the Indemnifying Party’s right to indemnity hereunder, nor relieve the Indemnifying Party from any of its obligations, unless an Indemnifying Party is actually materially prejudiced thereby. Upon receipt of an Officer’s Certificate, Seller will deliver an amount as necessary to satisfy and pay (1if and when it is determined that such amount is owed) the full name, mailing address amount of the Settlement Class Member; (2) claim as stated in the telephone number at which he or she can Officer’s Certificate. Notwithstanding anything in this Agreement to the contrary, Purchaser Indemnified Persons shall not be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Memberentitled to recover under this Agreement unless an Officer’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted Certificate has been delivered to Seller on or before the last applicable survival period for such claim provided in Section 6.4. If Seller shall object in writing to any claim or claims by Purchaser made in any Officer’s Certificate, Purchaser shall have thirty (30) days to respond in a written statement to the objection of Seller. If after such thirty (30) day period there remains a dispute as to any claims, Seller and Purchaser shall attempt in good faith for an additional period of up to forty-five (45) days to agree upon the rights of the Claim Period. Claim forms submitted online respective parties with respect to each of such claims, provided that if no agreement is reached, no amounts shall allow for electronic signature. b. No later than fifteen days after be owed by the close of Indemnifying Parties or recoverable by the Claim PeriodPurchaser Indemnified Persons until a final decision, the Settlement Administrator will review each claim that is submitted within the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written judgment or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member award has been rendered with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly respect to the Parties’ counsel on indemnification matters set forth in the number of claims Officer’s Certificate (including a declaratory or similar judgment that the Purchaser Identified Persons are received, the number that were denied, the number found entitled to be deficient, indemnification) and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will attempt time in which to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolutionappeal therefrom has expired. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit a As an express condition precedent to the indemnification obligations set forth in this Section 10, the party or related entity seeking indemnification (“Indemnified Party”) will provide the party from which indemnification is sought (“Indemnifying Party”) with prompt written notice of the existence of any such Claim; the Indemnified Party shall be allowed the right to control the defense of the Claim Form (and to settle or compromise the Claims provided such settlement does not materially impair the Indemnified Party’s rights under this Agreement); and the Indemnified Party shall reasonably cooperate in order the Indemnifying Party’s defense or settlement of any such Claim and provide non-financial assistance at the Indemnifying Party’s request. The Indemnified Party shall have the right to make participate in the defense of any such Claim at its expense and through counsel of its choosing. The foregoing indemnifications shall survive the expiration or termination of this Agreement. “Claim(s)” means a claim, either suit, action, demand, investigation, inquiry or proceeding brought by mail a third party or onlinegovernmental entity against the respective Indemnified Party. To be valid“Costs” means judgments, losses, payments, costs, charges, expenses (including reasonable attorney’s, accounting, investigator, experts and consulting fees, disbursements, court costs and litigation expenses), damages, liabilities, settlements, fines, interest, penalties, reasonable costs of advertising material and media time/space, all expenses of recall, refunds, public notices, lost profits (but only to the Claim Form must contain: (1extent the Indemnifying Party is otherwise responsible for such under the terms of this Agreement) the full name, mailing address of the Settlement Class Member; (2) the telephone number at which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the and other similar amounts. *** Certain information on this page has been omitted and filed separately with the form is accurate Securities and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class NoticeExchange Commission. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted on or before the last day of the Claim Period. Claim forms submitted online shall allow for electronic signature. b. No later than fifteen days after the close of the Claim Period, the Settlement Administrator will review each claim that is submitted within the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member Confidential treatment has been requested with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly respect to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will attempt to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolutionomitted portions. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit On or before the Termination Date, promptly after becoming aware of the existence of potential Damages or a Claim Form Third-Party Claim, Purchaser shall be entitled to deliver to the Escrow Agent and Seller a certificate signed by an officer of Purchaser (an “Officer’s Certificate”) stating Purchaser’s good faith belief that Damages exist (or are reasonably expected to exist with respect to an identified matter) or that there has been an assertion in order to make writing against any Purchaser Indemnified Person of a claim, either demand, suit, action, arbitration, investigation, inquiry or proceeding brought by mail or online. To be valida third party against any Purchaser Indemnified Person (in each such case, a “Third-Party Claim”) that if successfully prosecuted, would give rise to the indemnification obligations of the Indemnifying Parties set forth in Section 8.1, and specifying in reasonable detail the individual items of such Damages included in the amount so stated, the Claim Form must contain: date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related. Notwithstanding the foregoing, if the Officer’s Certificate is given on or prior to the Termination Date, no delay on the part of the Purchaser in giving the Indemnifying Parties an Officer’s Certificate shall limit or reduce the Indemnifying Party’s right to indemnity hereunder, nor relieve the Indemnifying Party from any of its obligations, unless an Indemnifying Party is actually materially prejudiced thereby. Upon receipt of an Officer’s Certificate, the Escrow Agent will, as more particularly provided in the Escrow Agreement, segregate from the Escrow Funds into a separate account (1the “Pending Claims Account”) a portion of the Escrow Amount as necessary to satisfy and pay (if and when it is determined that such amount is owed) the full name, mailing address amount of the Settlement Class Member; (2) claim as stated in the telephone number at which he or she can be reached; (3) Officer’s Certificate. The Escrow Agent will distribute the telephone number(s) on which Escrow Funds in accordance with the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature terms of the Settlement Class MemberEscrow Agreement. Subject to the provisions of this Section 8, verifying that if Damages exceed the information on available Escrow Funds, Purchaser is hereby authorized at any time thereafter and from time to time, to the form is accurate fullest extent permitted by Law, to obtain repayment from the Equityholders to the extent any Escrow Funds or Cash Consideration has already been paid to the Equityholders (and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day Equityholders shall promptly facilitate each of the Claim Periodforegoing remedies). Claim Forms submitted through Notwithstanding anything in this Agreement to the Settlement Website must contrary, Purchaser Indemnified Persons shall not be submitted entitled to recover under this Agreement unless an Officer’s Certificate has been delivered to Seller on or before the last applicable survival period for such claim provided in Section 8.1. If Seller shall object in writing to any claim or claims by Purchaser made in any Officer’s Certificate, Purchaser shall have 30 days to respond in a written statement to the objection of Seller. If after such 30 day period there remains a dispute as to any claims, Seller and Purchaser shall attempt in good faith for an additional period of up to 45 days to agree upon the rights of the Claim Period. Claim forms submitted online respective parties with respect to each of such claims, provided that if no agreement is reached, no amounts shall allow for electronic signature. b. No later than fifteen days after be owed by the close of Indemnifying Parties or recoverable by the Claim PeriodPurchaser Indemnified Persons until a final decision, the Settlement Administrator will review each claim that is submitted within the Claim Period. If the claim is timely, sets forth the information required in Section 5(a), is signed (by written judgment or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member award has been rendered with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly respect to the Parties’ counsel on indemnification matters set forth in the number of claims Officer’s Certificate (including a declaratory or similar judgment that the Purchaser Identified Persons are received, the number that were denied, the number found entitled to be deficient, indemnification) and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will attempt time in which to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented to the Court for resolutionappeal therefrom has expired. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.

Claims Process. a. A Settlement Class Member must submit a Claim Form in order to make a claim, either by mail or online. To be valid, the Claim Form must contain: (1) the full name, mailing address of the Settlement Class Member; (2) the telephone number at which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted on On or before the last day Termination Date, Acquiror shall be entitled to deliver a certificate signed by an officer of Acquiror (an “Officer’s Certificate”) stating (i) Acquiror’s good faith belief that Damages exist (or could reasonably be expected to exist with respect to an identified matter) with respect to the Claim Period. Claim forms submitted online shall allow for electronic signature. b. No later than fifteen days after indemnification obligations of Seller set forth in Section 9.1, and specifying in reasonable detail the close individual items of such Damages included in the Claim Periodamount so stated, the Settlement Administrator will review date each claim that is submitted within the Claim Period. If the claim is timelysuch item was paid, sets forth the information required in Section 5(a), is signed (by written or electronic signature), and is not duplicative of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient in that it lacks a signature properly accrued or any of the information required in Section 5(a), the Settlement Administrator will provide the Settlement Class Member with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficientarose, and the number nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related or (ii) that were approvedan Excess Adjustment Amount has been finally determined pursuant to Section 2.5(b), then in each such case Acquiror shall, subject to the provisions of this Section 9, be entitled to retain out of the Holdback Amount cash having a value equal to such Damages or Excess Adjustment Amount, as applicable. Subject to the provisions of this Section 9, including the limitations on liability set out in Section 9.7, if Damages exceed the available Holdback Amount, Acquiror is hereby authorized at any time thereafter and from time to time, to the fullest extent permitted by Law, to (a) reduce the Earn-Out Period Additional Consideration to satisfy any indemnification obligation of Seller, (b) obtain repayment from Seller to the extent any Holdback Amount, Earn-Out Period Additional Consideration or Initial Cash Consideration has already been paid to Seller and (c) obtain repayment from Seller in an amount equal to $19,999,981.21 (the original amount of the Note). If there are Seller shall so object in writing to any disputes over the validity of claim or claims by Acquiror made in any Officer’s Certificate, Acquiror shall have 30 days to respond in a claim, the Parties’ counsel will attempt to resolve such disputes between themselves, and if not successful, the disputes will be promptly presented written statement to the Court objection of Seller. If after such 30 day period there remains a dispute as to any claims, Seller and Acquiror shall attempt in good faith for resolution. c. Each Settlement Class Member is entitled an additional period of up to make only a single claim, regardless 45 days to agree upon the rights of the number respective parties with respect to each of calls receivedsuch claims.

Claims Process. a. A Settlement Class Member must submit a Claim Form in (a) In order to make a claim, either by mail or online. To be validseek indemnification under Section 6.2, the Buyer Indemnified Person or the Seller Indemnified Person (as applicable, the “Indemnified Person”) shall, prior to the end of the applicable survival period set forth in Section 6.1, deliver to Seller or Buyer (as applicable, the “Indemnifying Person”) a certificate signed by any officer of Seller or Buyer, as applicable (a “Claim Form must contain: Notice”) promptly after the Indemnified Person has knowledge of a bona fide claim for indemnification pursuant to this Article VI; provided, that any delay in providing such notice shall not result in the Indemnified Person losing its rights under this Article VI in the case of a Third-Party Claim except to the extent the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced thereby: (1i) stating that the Indemnified Person has a claim for Indemnifiable Damages, the nature of the claim and the provision of this Agreement which gives rise to the claim; (ii) stating the amount of such Indemnifiable Damages that have been incurred, paid, reserved or accrued, to the extent reasonably determinable at the time of submission of such Claim Notice (the “Claimed Amount”); and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Person) the full nameindividual items of such Indemnifiable Damages included in the amount so stated. (b) The Indemnifying Person may, mailing address of the Settlement Class Member; (2) the telephone number at which he or she can be reached; (3) the telephone number(s) on which the Settlement Class Member maintains he or she received the Phone Calls from or on behalf of Defendant; (4) the signature of the Settlement Class Member, verifying that the information on the form is accurate and that the Settlement Class Member received allegedly unlawful calls from Defendant; and (5) where applicable, any unique identification code contained in that Settlement Class Member’s Class Notice. Claim Forms submitted by mail must be postmarked by the last day of the Claim Period. Claim Forms submitted through the Settlement Website must be submitted time on or before the last thirtieth (30th) day following its receipt of the a Claim Period. Claim forms submitted online shall allow Notice for electronic signature. b. No later than fifteen days after the close of the Claim Period, the Settlement Administrator will review each a claim that is submitted within not a Third-Party Claim (the “Objection Period”), object to a claim made in such Claim PeriodNotice by delivering written notice (a “Claim Objection”) to the Indemnified Person. The Claim Objection shall set forth in reasonable detail the reasons for the objection to such claim and the portion of the Claimed Amount which is disputed. If the claim is timelyIndemnified Person does not receive a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, sets forth the information required Indemnifying Person shall, within five (5) Business Days following the end of the Objection Period, pay to the Indemnified Person, by wire transfer of immediately available funds to an account designated in Section 5(awriting by the Indemnified Person, the full amount of the Claimed Amount. If the Indemnified Person receives a Claim Objection in respect of any Claim Notice within the Objection Period in accordance with this section, the Indemnifying Person shall within five (5) Business Days following the end of the Objection Period, deliver to the Indemnified Person an amount equal to the portion of the Claimed Amount not subject to dispute (if any), is signed . During the twenty (by written or electronic signature), and is not duplicative 20) day period following the delivery of a previously-approved claim, then the Settlement Administrator will approve the claim. If a claim is denied as deficient Claim Objection in that it lacks a signature or any of the information required in accordance with Section 5(a6.4(b), the Settlement Administrator will provide the Settlement Class Member with an opportunity to cure the deficiency by sending an email or letter describing the deficiency and informing the Settlement Class Member that he or she has fourteen days to correct the issue. The Settlement Administrator will provide reports weekly to the Parties’ counsel on the number of claims that are received, the number that were denied, the number found to be deficient, Indemnifying Person and the number that were approved. If there are any disputes over the validity of a claim, the Parties’ counsel will Indemnified Person shall attempt in good faith to resolve such disputes between themselvesdispute. If the dispute is not resolved within such twenty (20) day period, and if not successful, either the disputes will be promptly presented Indemnifying Person or the Indemnified Person may bring suit pursuant to the Court for resolutionSection 9.4. c. Each Settlement Class Member is entitled to make only a single claim, regardless of the number of calls received.