Common use of Claims Clause in Contracts

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account (a) Parent, acting through the Parent Representative, may make a claim for indemnification pursuant to Section 16 of a Loss the Merger Agreement (a “Indemnification Claim”) may be asserted by against the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee Escrow Fund by giving Parent written notice (a “Notice of ClaimNotice”) which sets forth to the Holder Representative (with a copy to the Escrow Agent) specifying (i) a brief description of the nature of covenant, representation, warranty, or agreement contained in the Claim and Merger Agreement which it asserts has been breached or otherwise entitles Parent to indemnification, (ii) in reasonable detail, the total nature and dollar amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Indemnification Claim, and (iii) whether the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Indemnification Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted results from a claim by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between person other than the parties to the arbitration and each party Merger Agreement (“Third Party Claim”) against Parent or Fuse. The Parent Representative also shall deliver to the arbitration will be responsible for Escrow Agent (with a copy to the payment Holder Representative), concurrently with its delivery to the Escrow Agent of its own coststhe Notice, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding a certification as to all matters of substance and procedure and may be enforced by an ex parte petition the date on which the Notice was delivered to the Supreme Court Holder Representative. (b) If the Indemnitor Representative shall give a notice to the Indemnitee Representative (with a copy to the Escrow Agent) (a “Counter Notice”), within 30 days following the date of receipt (as specified in the Committee’s certification) by the Indemnitor Representative of a copy of the State Notice, disputing whether the Indemnification Claim is indemnifiable under the Merger Agreement, the Indemnitee Representative and the Indemnitor Representative shall attempt to resolve such dispute by voluntary settlement as provided in Section 3(c) below. If no Counter Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Indemnitor Representative within such 30-day period, the Indemnification Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of New Yorkthis Agreement. (c) If the Indemnitor Representative delivers a Counter Notice to the Escrow Agent, County the Indemnitee Representative and the Indemnitor Representative shall, during the period of New York60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given. If the Indemnitee Representative and the Indemnitor Representative shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof. If the Indemnitee Representative and the Indemnitor Representative shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to Section 3(d) below. (d) If the Indemnitee Representative and the Indemnitor Representative cannot resolve a dispute prior to expiration of the 60-day period referred to in paragraph 3(d) above (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) for arbitration in accordance with Section 14. (e) As used in this Agreement, “Established Claim” means (i) Indemnification Claim deemed established pursuant to the last sentence of Section 3(b) above, (ii) Indemnification Claim resolved in favor of Indemnitee by settlement pursuant to Section 3(d) above, resulting in a dollar award to Indemnitee, (iii) Indemnification Claim established by the decision of an arbitrator pursuant to Section 3(d) above, resulting in a dollar award to Indemnitee, (iv) Third Party Claim that has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction, or any court having jurisdiction over (v) Third Party Claim that the non-moving partyIndemnitee Representative and the Indemnitor Representative have jointly notified the Escrow Agent has been settled in accordance with the provisions of the Merger Agreement.

Claims. Any action on account of The Beneficiary may make a Loss (a “Claim”) may be asserted by claim under this Policy for the HL Representative on behalf amount of any HL Indemnitee Defaulted Amount by executing and delivering, or by causing to be executed and delivered, to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (Insurer a “Notice of Claim”) which sets forth (i) , with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a brief description claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect of a Defaulted Amount forming the nature basis of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred a claim specified in connection therewith). Failure to give prompt a Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will submitted hereunder, which amount had not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of received when the Notice of Claim to investigate was prepared but which is received by the matter or circumstance alleged to give rise Beneficiary prior to the Claimreceipt of payment from the Insurer as contemplated by this Policy (any such amount, a "Recovery"), the Beneficiary immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the HL Representative or Company Shareholder Representative, as applicable, Insurer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to pay the amount of the claim specified in the Notice of Claim within such twenty as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (20other than a Defaulted Amount which consists of an Avoided Payment) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding Beneficiary on the Indemnitorlater of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as applicable, provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 3. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No claim may be made hereunder except by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer agrees that promptly after it becomes aware of facts giving rise to a Loss claim by it for indemnification pursuant to this Article VI or circumstances which, with the lapse of time, Acquirer reasonably believes is likely to give rise to a claim by it for indemnification pursuant to this Article VI, Acquirer must assert such claim for indemnification under this Article VI (a each, an “Indemnification Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent providing a written notice (a “Notice of ClaimClaim Certificate”) which sets forth to the Stockholders’ Agent: (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it will incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related (e.g., the underlying representation or warranty alleged to have been untrue or incorrect or covenant or agreement alleged to have been breached). (b) Such Claim and Certificate (i) need only specify such information to the knowledge of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account of The Beneficiary may make a Loss (a “Claim”) may be asserted by claim under this Policy for the HL Representative on behalf amount of any HL Indemnitee Deficiency Amount by executing and delivering, or by causing to be executed and delivered, to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (Insurer a “Notice of Claim”, with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect of a Deficiency Amount forming the basis of a claim specified in a Notice of Claim submitted hereunder, which amount had not been received when the Notice of Claim was prepared but which is received by the Beneficiary prior to the receipt of payment from the Insurer as contemplated by this Policy (any such amount, a "Recovery"), the Beneficiary immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the Insurer shall pay the amount of the claim specified in the Notice of Claim as herein provided, net of the Recovery. The Insurer will pay each Insured Amount that constitutes a Deficiency Amount to the Beneficiary no later than noon, New York City time, on the later of (i) the Distribution Date on which sets forth such Deficiency Amount becomes Due for Payment or (ii) the third Business Day following Receipt by the Insurer on a Business Day in New York, New York of a Notice of Claim as specified in the second preceding paragraph. The Insurer will pay each Insured Amount that constitutes a Preference Amount when due to be paid pursuant to an applicable Order, but in any event no earlier than the fourth Business Day following Receipt by the Insurer from the Beneficiary of (i) a brief description certified copy of the nature of the Claim and such Order, (ii) the total amount a certificate by or on behalf of the actual out-of-pocket Loss Beneficiary that such Order has been entered and is not subject to any stay, (iii) an assignment, in form and substance satisfactory to the Insurer, duly executed and delivered by the Beneficiary, irrevocably assigning to the Insurer all rights and claims of the Beneficiary against the estate of the Trust or otherwise, which rights and claims relate to or arise under or with respect to the anticipated potential Loss subject Preference Amount, and (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt iv) a Notice of Claim appropriately completed and executed by the Beneficiary. Such payment shall be disbursed to the receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order, and not to provide copies the Beneficiary directly, unless the Beneficiary has previously paid the Preference Amount over to such court or receiver, conservator, administrator, debtor-in-possession, or trustee in bankruptcy, in which case the Insurer will pay the Beneficiary subject to the delivery of relevant available documents (a) the items referred to in clauses (i), (ii), (iii) and (iv) above to the Insurer, and (b) evidence satisfactory to the Insurer that payment has been made to such court or receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order. Notwithstanding the foregoing paragraph, in no event shall the Insurer be obligated to furnish relevant available data will not constitute make any payment in respect of a defense (Preference Amount prior to the date such Preference Amount is Due for Payment. In the event that the payment of any amount in respect of any Insured Amount is accelerated or must otherwise be paid by the Trust in advance of the scheduled payment date therefore, nothing in this Policy shall be deemed to require the Insurer to make any payment hereunder in respect of any such Insured Amount prior to the date such Insured Amount otherwise would have been Due for Payment without giving effect to such acceleration, unless the Insurer in its sole discretion elects to make any prior payment, in whole or in part) , with respect to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, such Insured Amount. No claim may be made hereunder except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (and only if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall specify in reasonable detail, to the extent thatthen known, (i) the basis for such failure has adversely affected claim or anticipated Liability and the ability nature of the Indemnitors misrepresentation, breach of warranty, breach of covenant or claim to defend against or reduce their liability or caused or increased which each such liability or otherwise caused item is related, (ii) each individual item of Loss included in the damages for amount so stated and the computation, if possible, of the amount to which the Indemnitors are obligated such Indemnified Person claims to be greater than entitled hereunder, and (iii) the date such damages would have been had item was paid (if paid) or is expected to be paid; provided, however, that any failure to give such notification on a timely basis or to provide any particular details therein shall not relieve the Indemnitee given Parent prompt notice hereunder. Parent will have Indemnifying Person of its obligation to indemnify any Indemnified Person hereunder except to the extent the Indemnifying Person is materially prejudiced thereby. (b) The Indemnifying Person shall respond to the Indemnified Person (a “Claim Response”) within twenty (20) calendar days after its receipt following the date that the Claim Notice is delivered by the Indemnified Person (the “Response Period”). Any Claim Response must specify whether or not the Indemnifying Person disputes the claim(s) described in the Claim Notice or if the Indemnifying Person does not have sufficient information to make such determination and describe in reasonable detail the basis for each such dispute, and describe in reasonable detail the basis for each such dispute. If subsequent to delivering a Claim Notice, the Indemnified Person seeks any Losses related to such claim in addition to those specified in such Claim Notice, then the Indemnified Person shall send an additional Claim Notice for such additional amount in accordance with Section 9.5(a), which the Indemnifying Person may dispute in accordance with this Section 9.5(b). If the Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person disputes one or more of the matters identified in the Claim Notice of Claim to investigate and describing the matter basis thereof or circumstance alleged to give rise to that the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent Indemnifying Person does not respond have sufficient information to the Notice of Claim within make such twenty (20) calendar day perioddetermination, Parent will be deemed to have irrevocably accepted the Claim, then Purchaser and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it Seller shall, within the thirty (30)-day period beginning on the date the Indemnifying Person delivers such twenty (20) calendar day periodClaim Response, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, promptly meet and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate attempt in good faith to resolve the Claimdispute and agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Person shall have so objected. If the parties are unable Indemnifying Person delivers a Claim Response within the Response Period indicating that the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to reach pay only an amount less than that set forth in the Claim Notice, the Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, and the Indemnifying Person, shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If Purchaser and Seller shall succeed in reaching agreement on the Indemnified Person’s and the Indemnifying Person’s respective rights with respect to any such claims, Purchaser and Seller shall promptly prepare and sign a memorandum setting forth such agreement. If Purchaser and Seller do not resolve a dispute regarding a claim (including with respect to any particular item or amount) within ten thirty (1030) calendar days after receipt by the HL Representative conclusion of the Response Period, either the Indemnifying Person or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, the Indemnified Person may submit the Claim dispute to JAMS Worldwide a court of competent jurisdiction for binding arbitration under a final Order as set forth in Section 10.13 (which Order shall be deemed final when the Comprehensive Arbitration Rules time for appeal, if any, shall have expired and Proceduresno appeal shall have been taken or when all appeals taken shall have been finally determined), or by any other means which arbitration will be conducted Purchaser and Seller shall agree in writing. Upon resolution of such dispute, whether by agreement or by a single arbitrator who court of competent jurisdiction (such resolution, a “Final Determination”), if it is determined that any indemnification payment is required pursuant to this ARTICLE IX such amount shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties paid to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Person.

Claims. Any action on account of To obtain indemnification under this Bylaw, a Loss claimant shall submit to the corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon such written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (a “Claim”a) may be asserted if requested by the HL Representative on behalf of any HL Indemnitee claimant, by Independent Counsel (as defined below), or (b) if no request is made by the Company Shareholder Representative on behalf of any Company Indemnitee claimant for a determination by giving Parent written notice (a “Notice of Claim”) which sets forth Independent Counsel, (i) by the Board of Directors by a brief description majority vote of the nature a quorum consisting of the Claim and Disinterested Directors (as defined below), or (ii) the total amount if a quorum of the actual out-of-pocket Loss Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs, by the anticipated potential Loss (including any costs stockholders of the corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or expenses proceeding for which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice indemnification is claimed a “Change of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, Control” as applicable defined in the capacity 2008 Office Depot Bonus Plan for Executive Management Employees, in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of indemnitors (Directors. If it is so determined that the “Indemnitors”)claimant is entitled to indemnification, duties or obligations under this Article XI, except payment to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to claimant shall be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar made within 10 days after its receipt such determination. For purposes of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.this Bylaw:

Claims. Any action on account (a) During the Claims Period, Buyer may deliver to Seller one or more certificates signed by any officer of a Loss Buyer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages; provided, that with respect to Indemnifiable Damages related to Sales Taxes, such Indemnified Person has reasonably demonstrated compliance with Section 9.2(f) prior to delivering a brief description Claim Certificate; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Buyer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Buyer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Buyer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected Seller or the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Company are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) On or before the last day of the General Escrow Period or the Separate Escrow Period, as applicable, Acquiror or Sub may deliver to the Escrow Agent a Loss certificate signed by any officer of Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred or paid Indemnifiable Damages, or reasonably anticipates that it may incur or pay Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority has raised or is reasonably anticipated to raise such matter in an audit of Company or its Subsidiaries, which would be reasonably likely to cause Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of General Indemnifiable Damages not yet incurred or paid, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Indemnifiable Damages are related. No delay in providing such Officer’s Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Shareholders’ Agent or the Closing Company Shareholders are materially prejudiced thereby. (b) For purposes of Section 9.5(a) of this Agreement, in order for an Indemnified Person to [***] that it may incur or pay [***] (or, with respect to Taxes, [***] that a matter would be raised by [***] and, or that a matter raised [***] would be likely to cause Indemnifiable Damages), such failure has adversely affected Indemnified Person’s conclusions must be made in good faith [***] (i) a claim asserted by or against an [***], (ii) a written notice (including email) of a [***], or (iii) facts and circumstances as would be [***]. (c) If Acquiror reasonably anticipates that it may incur or pay General Indemnifiable Damages under Section 9.5(a) in accordance with the ability applicable standard set forth herein, but the amount of such damages reasonably anticipated by Acquiror to be incurred are, upon review of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused circumstances [***] following the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt delivery of the Notice of Claim Officer’s Certificate, materially less than as provided in the Officer’s Certificate, Acquiror shall promptly amend such Officer’s Certificate to investigate reflect the matter or circumstance alleged to give rise revised determination and deliver such Officer’s Certificate to the Claim, Shareholder’s Agent and the HL Representative amounts set forth in the first (or Company Shareholder Representativeprevious) Officer’s Certificate relating to such matter shall be so amended. Acquiror agrees to undertake such [***] review and such other steps as are required herein with respect to each Officer’s Certificate delivered by the Acquiror or Sub to the Escrow Agent. (d) For purposes of Section 9.4 of this Agreement, the Acquiror’s conclusions as to the portion of the Escrow Fund that should remain in escrow after the General Escrow Period or the Separate Escrow Period, as applicable, must be made in good faith [***], provided, however, that the amount remaining in escrow shall reasonably assist such investigation by giving such information in no event be larger than [***]. In the event of a dispute under ARTICLE IX of this Agreement concerning the portion of the General Escrow Fund that should remain in escrow after the General Escrow Period, [***] that it [***] that it may incur or pay General Indemnifiable Damages [***] and access to Persons that the amount remaining in escrow is [***]. In the event of a dispute under ARTICLE IX of this Agreement concerning the portion of the Separate Escrow Fund that should remain in escrow after the Separate Escrow Period [***] that it [***] that it may incur or records as Parent may reasonably requestpay Separate Indemnifiable Damages [***] and that the amount remaining in escrow is [***]. If Parent does not respond Notwithstanding anything to the Notice contrary herein, [***] may continue to be [***] more than [***] after the [***]. (e) The basis for asserting a claim under Section 9.5(a) and determining the amount to remain in escrow under Section 9.4 (including all relevant facts relating to such matters) shall be provided to the Shareholders’ Agent concurrently with any applicable Officer’s Certificate. In the event that a portion of Claim the General Escrow Fund remains in escrow at the conclusion of the General Escrow Period for unresolved or unsatisfied claims for General Indemnifiable Damages not yet paid in accordance with the terms hereof, Acquiror shall review such matters relating to such claims for General Indemnifiable Damages every ninety (90) days and deliver to the Shareholders’ Agent, within three (3) Business Days of such twenty review, an Officer’s Certificate certifying that such amounts in escrow continue to be necessary to satisfy such unresolved or unsatisfied claims in accordance with the applicable standard set forth herein or cause the Escrow Agent to release to the Shareholders’ Agent such portion of the remaining General Escrow Fund that is not necessary (20or no longer necessary) calendar day in the reasonable determination of such Person in accordance with the applicable standard set forth herein to satisfy such unresolved or unsatisfied claim. (f) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Shareholders’ Agent by or on behalf of Acquiror (on behalf of itself or any other Indemnified Person) and for a period of [***] after such delivery to the Escrow Agent and the Shareholders’ Agent in accordance with the terms hereof of such Officer’s Certificate, the Escrow Agent shall make no payment pursuant to this Section 9.5 unless the Escrow Agent shall have received written authorization from the Shareholders’ Agent to make such delivery. After the expiration of such [***] period, Parent will the Escrow Agent shall make delivery of cash from the Escrow Fund to Acquiror in accordance with this Section 9.5 and the General Escrow Agreement or the Separate Escrow Agreement, as applicable; provided, however, that no such delivery may be deemed made if and to have irrevocably accepted the Claimextent the Shareholders’ Agent has objected in a written statement to any claim or claims made in the Officer’s Certificate, and such acceptance will be binding on written statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Acquiror prior to the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, expiration of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party[***] period.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating (to the extent known or reasonably anticipated) that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating (to the extent known or reasonably anticipated) the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying (to the extent known) in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Securityholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and only circumstances giving rise to such claim for indemnification (to the extent thatknown by the Indemnified Person) such failure has adversely affected and the ability amount of Losses suffered or incurred and a reasonably detailed explanation of the Indemnitors calculation thereof or that the Indemnified Person reasonably believes it will or may suffer or incur, and copies of written evidence thereof, including in the case of claims based on a Third Party Claim, copies of all notices, pleadings, and other documents or instruments served on or received by the Indemnified Person, in each case, to defend against or reduce their liability or caused or increased the extent available and not otherwise subject to attorney-client privilege. (b) If the Indemnifying Person does not object in writing to such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty claim within thirty (2030) calendar days after its receipt receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the Notice scope of Claim and subject to investigate indemnification pursuant to this ARTICLE X and, subject to Section 10.4, the matter or circumstance alleged Indemnified Person shall be entitled to give rise to recover promptly from the ClaimIndemnifying Person, and the HL Representative Indemnifying Person shall promptly pay to the Indemnified Person, the amount of such indemnifiable claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 10.2 or Company Shareholder RepresentativeSection 10.3 in respect of such claim), as applicableand no later objection by the Indemnifying Person shall be permitted. If within such thirty (30) day period the Indemnifying Person objects in writing to such claim, then the amount of indemnification to which the Indemnified Person shall be entitled shall be determined by (x) the written agreement of the Indemnified Person and the Indemnifying Person, or (y) a final Order of any court of competent jurisdiction (each, a “Final Determination”). The Order of a court shall be deemed final when the time for appeal, if any, shall reasonably assist such investigation by giving such information have expired and access to Persons no appeal shall have been taken or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to when all appeals taken shall have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partybeen finally determined.

Claims. Any action on account (a) From time to time during the Claims Period, Parent may deliver to the Sellers or the Sellers may deliver to Parent, one or more certificates signed by any officer of a Loss such party (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Damages (or that with respect to any Tax Matters, that any Tax Authority may raise such matter in an audit of Parent or Acquirer or the Affiliates of either, that could give rise to Damages); (ii) stating the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may, if known or estimable, be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a brief description Third Party); and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Damages included in the amount so stated and the nature of the claim to which such Damages are related if known or estimable. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Parent as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided, that, all claims for Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Sellers or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Parties are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Securityholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim Certificate (i) shall specify all such information to the knowledge of Acquirer as of the date thereof with respect to the underlying facts and circumstances relating to such Claim Certificate and (ii) may be updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the total amount delivery of the actual out-of-pocket Loss original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period, or the anticipated potential Loss (including provision of any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure amendment to give prompt Notice of a Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate, shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Securityholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account DANCE may reject any quantity of a Loss the Active Ingredient which fails to conform to any applicable PO, warranty, Specifications or Applicable Laws upon written notice to JULPHAR describing such nonconformity given within sixty (a “Claim”60) may be asserted by days after DANCE’s receipt thereof (or, in the HL Representative on behalf case of any HL Indemnitee defects not reasonably susceptible of discovery upon receipt of such goods, within thirty (30) days after discovery thereof by DANCE). Latent defects must be communicated to JULPHAR upon discovery but in no case later than twelve (12) months after delivery. JULPHAR shall have no liability to DANCE with respect to any such nonconformity which the Parties agree (or, absent such agreement, which a mutually acceptable independent laboratory or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”consultant determines) which sets forth (i) was caused by information supplied by DANCE or due to a brief description of the nature of the Claim and fault in materials supplied by DANCE, (ii) was otherwise caused by DANCE or its agents, or (iii) was caused after delivery thereof to the total carrier at the point of origin. In all other cases, JULPHAR shall promptly credit DANCE’s account for JULPHAR’s invoice price to DANCE of such nonconforming Active Ingredient. Additionally, JULPHAR shall promptly, at DANCE’s sole election, either (a) refund the invoice price thereof actually paid to JULPHAR by DANCE (b) offset the amount of the actual out-of-pocket Loss thereof against other amounts then due JULPHAR hereunder or the anticipated potential Loss (c) replace such nonconforming Active Ingredient with conforming Active Ingredient at no additional cost to DANCE (including any costs or expenses which have been or may be reasonably incurred in connection therewith)replacement shipping costs) within sixty (60) days. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimTHE FOREGOING REMEDY CONSTITUTES THE EXCLUSIVE REMEDY AGAINST JULPHAR AND THE ENTIRE LIABILITY OF JULPHAR IN CONNECTION WITH THE REJECTED SHIPMENT. If the parties are unable do not agree on whether the product meets specifications, they shall agree on an independent expert to reach an agreement within ten (10) calendar days after receipt determine if the product is in compliance with the specification. The fees and expenses of any independent laboratory or consultant engaged by the HL Representative or Company Shareholder Representative, as applicable, Parties for purposes of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who this section shall be mutually agreed paid by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable Party which is determined to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible bear responsibility for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses nonconformity in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.question

Claims. Any action on account (a) A claim for Benefits under the Plan must be made to the Committee in writing by a Participant or his Beneficiary (or a duly authorized representative of a Loss Participant or Beneficiary). Oral communications shall not be recognized as a formal claim for Benefits. (b) Except as provided below with respect to a “Claim”claim for disability benefits, the Committee (or its delegatee) shall deliver a reply with respect to a claim for Benefits under the Plan within 90 days; provided that the Committee or its delegatee) may extend the reply period for an additional 90 days if necessary. To the extent required by law, if a claim is for disability benefits, a reply with respect to the claim shall be asserted delivered by the HL Representative on behalf of any HL Indemnitee Committee (or its delegatee) within 45 days, unless one or two 30-day extensions are required, in which event a reply shall be provided by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description end of the nature period(s) of extension. Any extension notice shall indicate the Claim special circumstances requiring the extension and (ii) the total amount of date on which the actual out-of-pocket Loss or reviewer expects to render a decision on the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)claim. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (If the claim is denied in whole or in part, the Committee (or its delegatee) shall issue a denial of the claim with the notice of denial (i) setting forth the specific reasons for such denial; (ii) specific references to pertinent provisions of the Plan on which such denial is based; (iii) additional material or information a description of any Claim additional material or information necessary for the claimant to perfect the claimant’s claim and will not affect an explanation why such material or such information is necessary; and (iv) appropriate information as to the Company Shareholders’ or Parent’ssteps to be taken if the claimant wishes to submit the claim for review, as applicable in and the capacity of indemnitors time limits for requesting such a review. (the “Indemnitors”)c) Within 60 days (180 days regarding disability benefits, duties or obligations under this Article XI, except to the extent required by law), after the receipt by the claimant of the written determination described in Subsection (b) above, the claimant (or his duly authorized representative) may request in writing that the Committee (or its delegatee) review the initial claim denial. The claimant or claimant’s duly authorized representative may, but need not, review the pertinent documents and only submit issues and comments in writing for consideration by the Committee (or its delegatee). If the claimant does not request a review of the initial claim determination within the 60 day period (180 day period in the case of a disability claim, to the extent thatrequired by law) such failure has adversely affected described in Subsection (b), the ability claimant shall be barred and estopped from challenging the initial claim determination, and the initial claim determination shall be final. (d) If within 60 days (45 days in the case of a disability claim, to the extent required by law) after the Committee’s receipt of a request for a review, the Committee (or its delegatee) shall review the determination. To the extent the claim relates to disability benefits, the review should be made by a reviewer who is not the initial claim reviewer, nor his subordinate, and should otherwise comply with legal requirements. After considering all materials presented by the claimant, the Committee (or its delegatee) shall render a written determination, written in a manner calculated to be understood by the claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for Plan on which the Indemnitors are obligated decision is based. If special circumstances require that the 60-day time period (45-day period in the case of a disability claim, to the extent required by law) be greater extended, the Committee (or its delegatee) shall so notify a claimant and shall render the decision as soon as practicable, but not later than such damages would have been had 120 days (90 days in the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20case of a disability claim, to the extent required by law) calendar days after its receipt of the Notice request for review. (e) The Secretary of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Employer shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible agent for the payment service of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partylegal process.

Claims. Any action on account of The Beneficiary may make a Loss (a “Claim”) may be asserted by claim under this Policy for the HL Representative on behalf amount of any HL Indemnitee Defaulted Amount by executing and delivering, or by causing to be executed and delivered, to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (Insurer a “Notice of Claim”) which sets forth (i) , with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a brief description claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Beneficiary in respect of a Defaulted Amount forming the nature basis of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred a claim specified in connection therewith). Failure to give prompt a Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will submitted hereunder, which amount had not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of received when the Notice of Claim to investigate was prepared but which is received by the matter or circumstance alleged to give rise Beneficiary prior to the Claimreceipt of payment from the Insurer as contemplated by this Policy (any such amount, a "RECOVERY"), the Beneficiary immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the HL Representative or Company Shareholder Representative, as applicable, Insurer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to pay the amount of the claim specified in the Notice of Claim within such twenty as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (20other than a Defaulted Amount which consists of an Avoided Payment) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding Beneficiary on the Indemnitorlater of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as applicable, provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 3. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No claim may be made hereunder except by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account (a) On or before the last day of the Claims Period, Buyer may deliver to the Sellers’ Representative a Loss certificate signed by any officer of Buyer (a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) a brief description stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith determines that it is reasonably likely to incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority is reasonably likely to raise such matter in audit of Buyer or its subsidiaries, which is reasonably likely to give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount determined by Buyer (acting in good faith and based on facts and circumstances existing at the time) to be reasonably likely to incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. No delay in providing such Claim and (ii) Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability Sellers’ Representative or the Indemnifying Parties are materially prejudiced thereby. At the time of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt delivery of the Notice of any Claim to investigate the matter or circumstance alleged to give rise Certificate to the ClaimSellers’ Representative pursuant to Section 9.5(a), and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, a duplicate copy of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Certificate shall be mutually agreed delivered to Buyer by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment behalf of its own costs, attorneys’ fees, expert fees and all Buyer (on behalf of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, itself or any court having jurisdiction over the non-moving partyother Indemnified Person).

Claims. Any action on account (a) In the event any Indemnified Person wishes to assert a claim for indemnification under this Article VII against the Indemnity Escrow Shares or directly against individual Sellers, Acquiror shall deliver to the Sellers’ Agent a certificate signed by any officer of a Loss Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) a brief description stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may reasonably be expected to raise such matter in an ongoing audit of Acquiror or its Subsidiaries, which would give rise to Indemnifiable Damages); (ii) stating the estimated amount of such Indemnifiable Damages to the extent reasonably estimable (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Person) the nature of the claim to which such Indemnifiable Damages are related and referencing the specific sections of this Agreement related to such claim. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). Acquiror may in good faith update any Officer’s Certificate from time to time to reflect any changes in the actual or estimated amount of Indemnifiable Damages set forth therein or the other information contained therein, by delivery of such updated Officer’s Certificate, setting forth in reasonable detail the explanations for such changes, to the Sellers’ Agent. (b) The Sellers’ Agent may object to a claim for indemnification set forth in an Officer’s Certificate, whether made against the Indemnity Escrow Shares or directly against any Seller(s), by delivering to Acquiror a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”), provided, that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Person prior to 5:00 p.m. (Pacific time) on the twentieth (20th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the total nature of the objections to the claims in respect of which the objection is made. (c) If the Sellers’ Agent does not object in writing (as provided in Section 7.7(b)) to the claims contained in an Officer’s Certificate prior to the Objection Deadline for such Officer’s Certificate, such failure to so object shall be an irrevocable acknowledgment by the Sellers’ Agent that the applicable Indemnified Persons are entitled to the full amount of Indemnifiable Damages with respect to the claims set forth in such Officer’s Certificate (any such claim, an “Unobjected Claim”), and shall be entitled to (i) for claims against the Indemnity Escrow Shares, effect forfeiture of then retained Indemnity Escrow Shares by delivery of joint written instruction, executed by Acquiror and Sellers’ Agent, to the Escrow Agent and (ii) for claims directly against the Sellers, recover directly from the Sellers, in each case in an amount equal to the amount of the actual out-of-pocket Loss or Indemnifiable Damages set forth in such Officer’s Certificate specifically related to the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)Unobjected Claim. Failure Subject to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sSection 7.4, as applicable in the capacity of indemnitors (event the “Indemnitors”), duties or obligations under this Article XI, except amount to be paid to the extent (and only to the extent that) such failure has adversely affected the ability Acquiror on behalf of the Indemnitors Indemnified Persons in respect of any such Unobjected Claim exceeds the amount of Indemnity Escrow Shares then held by the Escrow Agent, or if such Unobjected Claim relates to defend against a claim for recovery directly from the Sellers, Acquiror (or reduce at the request of Acquiror, the Sellers’ Agent) shall use commercially reasonable efforts to, within five (5) Business Days after the Objection Deadline or as promptly as reasonably practicable thereafter, notify the Sellers of their liability or caused or increased indemnification obligations with respect to such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Unobjected Claim, and the HL Representative or Company Shareholder Representative, as applicable, each such Seller shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimpromptly, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within no event later than ten (10) calendar days Business Days after receipt delivery of any such notice by Acquiror (or the HL Representative or Company Shareholder RepresentativeSellers’ Agent, as if applicable) to such Seller, wire transfer to Acquiror, on behalf of such rejection noticethe applicable Indemnified Persons, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties an amount of cash equal to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced amount so owed by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch Seller.

Claims. a. Any action on account dispute as to the quantity delivered must be noted at the time of delivery in the letter of protest referred to in Clause 7(d) above in order to be admissible. Any claim as to short delivery shall be presented by the Buyer in writing within 15 days from the date of delivery, failing which any such claim shall be deemed to be waived and absolutely barred. Any check by the Buyer of quantity delivered, at their own cost, shall not be taken into consideration unless it is made by a specialist organization of international reputation approved by the Seller and in the presence of a Loss (a “Claim”) may representative of the Seller who is agreeable to its conclusions. Failing this acknowledgement, Seller' quantity determination shall be asserted by conclusive. I. Any claim as to the HL Representative on behalf of any HL Indemnitee quality or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature Marine Fuels must be notified in writing with all documentary evidence, as per Clause 7(d) or promptly after the circumstances giving rise to such claim has been discovered. If the Buyer does not notify the Seller of any such claim within 20 days of the Claim and (ii) date of delivery, then those circumstances shall be presumed not to have been caused by any deficiency in the total amount quality or description of the actual out-of-pocket Loss or the anticipated potential Loss (including Marine Fuels supplied and any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, claim shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to be waived and absolutely barred. Compatibility and Segregation - Responsibility for establishing compatibility of Product delivered with any other product or products and for segregating or co-mingling the same rests solely with the Buyer. II. In such event the parties hereto shall have irrevocably accepted the Claimquality of the Marine Fuels analyzed by a mutually agreed, qualified and such acceptance independent laboratory. The Seller shall provide the laboratory with one of the samples retained by them as per Clause 5(d). If ISO grades have been specified the analysis shall be established by tests in accordance with ISO 8217:2005 or any subsequent amendments thereof. If non-ISO grades have been agreed, tests will be binding on made in accordance with standards corresponding to the Indemnitoraforementioned ISO standards. If Parent rejects Unless otherwise agreed the Claim, it shall, within such twenty (20) calendar day period, notify expenses of the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying analysis shall be borne equally by the factual or legal basis therefor, and Parent Seller and the HL Representative or Company Shareholder Representative, as applicable, Buyer. Both parties expressly agree that the result of this joint quality inspection shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters evidence of substance and procedure and may be enforced by an ex parte petition to the Supreme Court quality of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyproduct delivered.

Claims. Any action on account (a) On or before the last day of a Loss the Claims Period, Parent may deliver to the Stockholders’ Representative one or more certificates signed by any officer of Parent (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that a brief description Parent Indemnified Person has incurred or paid Parent Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Parent or its subsidiaries, which could give rise to Parent Indemnifiable Damages); (ii) stating the amount of such Parent Indemnifiable Damages; and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Parent Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Parent Indemnifiable Damages are related. No delay in providing such Officer’s Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute Claims Period shall affect a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sParent Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability Stockholders’ Representative or the Company Stockholders are materially prejudiced thereby. (b) At the time of delivery of any Officer’s Certificate to the Indemnitors to defend against Stockholders’ Representative by or reduce their liability on behalf of Parent (on behalf of itself or caused or increased such liability or otherwise caused the damages any other Indemnified Person) and for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar a period of 30 days after its receipt such delivery of such Officer’s Certificate, Parent shall make no payment pursuant to this Section 9.07 unless it shall have received written authorization from the Notice Stockholders’ Representative to make such delivery or it is required by applicable Law to make such payment. After the expiration of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 30-day period, Parent will shall make delivery of Holdback Shares to Parent in accordance with this Section 9.07; provided, however, that no such delivery may be deemed made if and to have irrevocably accepted the Claimextent the Stockholders’ Representative has objected in a written statement to any claim or claims made in the Officer’s Certificate, and such acceptance will be binding on written statement shall have been delivered to Parent prior to the Indemnitor. If Parent rejects the Claim, it shall, within expiration of such twenty (20) calendar 30-day period. (c) Subject to the provisions of Section 9.04, notify if, upon the HL Representative resolution of any claim for Parent Indemnifiable Damages as provided herein, Parent (on behalf of itself or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and any other Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10Indemnified Person) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable entitled to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkreceive any Holdback Shares, in the English language. The arbitrator’s fees will be split equally between amount of such Parent Indemnifiable Damages, based on the parties to the arbitration and each party to the arbitration will be responsible for the payment value of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses Parent Shares determined as set forth in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySection 9.11.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative The Securities Administrator, on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf Beneficiary, may make a claim under this Policy for the amount of any Company Indemnitee Defaulted Amount by giving Parent written notice (executing and delivering, or causing to be executed and delivered, to the Insurer a “Notice of Claim”) which sets forth (i) , with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a brief description claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Securities Administrator in respect of a Defaulted Amount forming the nature basis of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred a claim specified in connection therewith). Failure to give prompt a Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will submitted hereunder, which amount had not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of received when the Notice of Claim to investigate was prepared but which is received by the matter or circumstance alleged to give rise Securities Administrator prior to the Claimreceipt of payment from the Insurer as contemplated by this Policy (any such amount, a “Recovery”), the Securities Administrator immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Securities Administrator shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the HL Representative or Company Shareholder Representative, as applicable, Insurer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to pay the amount of the claim specified in the Notice of Claim within such twenty as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (20other than a Defaulted Amount which consists of an Avoided Payment) calendar day periodto the Securities Administrator, Parent will be deemed to have irrevocably accepted on behalf of the ClaimBeneficiary, and such acceptance will be binding on the Indemnitorlater of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as applicable, provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 3. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No claim may be made hereunder except by the HL Representative or Company Shareholder RepresentativeSecurities Administrator, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court behalf of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf Tenant shall immediately advise Landlord in writing of any HL Indemnitee or by of the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth following: (i) a brief description Tenant’s receipt of written notice of any Environmental Claim against Tenant relating to the Premises, the Building or the Property; (ii) any condition or occurrence on the Premises, the Building or the Property that (a) results in noncompliance by Tenant with any applicable Environmental Law, or (b) could reasonably be anticipated to form the basis of an Environmental Claim against Tenant and/or Landlord or the Premises and (iii) the actual or anticipated taking of any removal or remedial action in response to the presence of any Hazardous Material on the Premises by Tenant or any occupant of the Premises or any of their respective employees, agents and contractors. All such notices shall describe (to the extent Tenant is aware of the foregoing items (i) through (iii)) in reasonable detail the nature of the Claim claim, investigation, condition, occurrence or removal or remedial action and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith)Tenant’s response thereto. Failure to give prompt Notice of Claim or to In addition, Tenant will provide Landlord with copies of relevant available documents or all communications regarding the Premises with any person relating to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the ClaimEnvironmental Claims, and such acceptance will detailed reports of any such Environmental Claim as may reasonably be binding on requested by Landlord. Subject to the Indemnitor. If Parent rejects provisions of Article 10 hereof, at any time and from time to time during the Claimterm of this Lease, it shall, within such twenty Landlord or its agents may perform an environmental inspection of the Premises (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted accompanied by a single arbitrator who designated representative of Tenant if Tenant shall have made such representative available). Tenant hereby grants to Landlord and its agents access to the Premises to undertake such an inspection following reasonable prior written notice from Landlord except that no such notice shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held required in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment case of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyEmergency.

Claims. (a) Any action on account of Buyer Indemnified Party or Seller Indemnified Party making a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations claim for indemnification under this Article XIVIII (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim in writing after receiving written notice of any Proceeding or other claim against it (if by a third party), describing in reasonable detail the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided, that the failure to so notify an Indemnitor shall not relieve an Indemnitor of its obligations hereunder, except to the extent (and only to that an Indemnitor’s forfeit rights or defenses are actually prejudiced thereby. The Indemnitor shall have 30 calendar days from the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for date upon which the Indemnitors are obligated Indemnitor received the claim notice within which to be greater than such damages would have been had notify the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt that the Indemnitor desires to assume the defense or prosecution of the Notice of Claim to investigate the matter and any litigation resulting from such Proceeding or circumstance alleged to give other claim giving rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall Indemnitee’s claim for indemnification with counsel reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond acceptable to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, Indemnitee and such acceptance will be binding on at the Indemnitor. If Parent rejects ’s expense; provided, that (i) the Claim, it shall, within Indemnitee shall be entitled to participate in the defense of such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing claim and to employ counsel of its rejection, specifying choice for such purpose; provided further that the factual or legal basis therefor, fees and Parent and the HL Representative or Company Shareholder Representative, as applicable, expenses of such separate counsel shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt be borne entirely by the HL Representative or Company Shareholder Representative, as applicable, Indemnitee; (ii) the Indemnitor shall not be entitled to assume control of such rejection notice, then HL Representative defense if (A) the claim for indemnification relates to or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses arises in connection with any arbitrationcriminal proceeding, (B) the claim primarily seeks an injunction or other equitable relief against an Indemnitee or (C) an adverse determination with respect to such Proceeding or other claim would be materially detrimental to or materially injure the reputation or future business prospects of an Indemnitee; and (iii) if the Indemnitor shall control the defense or prosecution of any such Proceeding or other claim, such Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim; provided, however, an Indemnitor may settle or consent to the entry of judgment in respect of such claim without the consent of the Indemnitee, if such settlement or judgment is solely for money damages, includes an unconditional release of the Indemnitee from any further liability in respect of such Proceeding or other claim and does not contain any admission of wrongdoing on the part of the Indemnitee. The arbitratorIf the Indemnitor does not assume the defense of such Proceeding or other claim within 30 days of receipt of the Indemnitee’s decision notice thereof, the Indemnitee will be final entitled to assume such defense, at its sole cost and binding as to all matters of substance and procedure and may be enforced by an ex parte petition expense (or, if the Indemnitee incurs Damages with respect to the Supreme Court matter in question for which the Indemnitee is entitled to indemnification pursuant to this Article VIII, at the expense of the State Indemnitor), upon delivery of New Yorknotice to such effect to the Indemnitor; provided, County however, that the Indemnitor shall have the right to participate in the defense of New Yorkthe Proceeding or other claim at its sole cost and expense. (b) Any amounts owing under this Article VIII shall be made (without interest) by wire transfer of immediately available funds within three Business Days after the earlier of (i) the agreement of the Buyer Parties, on the one hand, and Seller and the ▇▇▇▇▇▇▇▇▇ Entities, on the other hand, that such amounts are due and owing by such Party as an Indemnitor in respect thereof or any (ii) the final, binding determination that such amounts are due and owing by such Party as an Indemnitor in respect thereof by a court having jurisdiction over the non-moving partyof competent jurisdiction.

Claims. Any action on account (a) On or before the last day of the Claims Period, the Tax Claims Period or the Special Claims Period (as the case may be), Acquirer may deliver to the Stockholders’ Agent, a Loss certificate signed by any officer of Acquirer (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred or paid Indemnifiable Damages, reasonably anticipates that it may incur or pay Indemnifiable Damages, or has established a brief description reserve or accrual for Indemnifiable Damages on its financial statements in accordance with GAAP; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred or paid may be the maximum amount which may be reasonably anticipated by Acquirer to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and claim to which such Indemnifiable Damages are related. (iib) No delay in providing such Officer’s Certificate within the total amount of Claims Period, the actual out-of-pocket Loss Tax Claims Period or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Special Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against Indemnifying Holders are materially prejudiced thereby. Nothing herein shall impair or reduce their liability or caused or increased such liability or otherwise caused prohibit Acquirer from amending any Officer’s Certificate within the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claimrelevant Claims Period, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New YorkTax Claims Period, or Special Period upon discovery of any court having jurisdiction over the non-moving partydiscovering additional facts or circumstances with respect to any underlying claim(s) set forth therein.

Claims. Any action 3.01 If any Covenantee receives a Claim which may give rise to a liability on account the part of the Covenanters to make a Loss (a “Claim”) may be asserted by payment under this Deed, the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth Buyer shall: (i) a brief description within twenty (20) business days of becoming aware of such Claim, give to the Covenanters by written notice details of the nature circumstances of such Claim. The Covenanters and the Claim Buyer shall discuss with each other in good faith in respect of such Claim, and Buyer shall keep the Covenanters informed of all material developments relating to such Claim; (ii) if so reasonably requested by the total amount Covenanters, take all reasonable steps or proceedings as the Covenanters may reasonably consider necessary in order to mitigate, avoid, resist, appeal, dispute, contest, remedy, compromise or defend such Claim and for this purpose take necessary proceedings in the name of the actual out-of-pocket Loss or relevant Group Company subject to the anticipated potential Loss (including any Buyer being indemnified by the Covenanters against all reasonable costs or and expenses which have been or may be reasonably incurred in connection therewith). Failure ; (iii) at ordinary working hours allow the Covenanters access to give prompt Notice of Claim or and to provide inspect and take copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim all necessary books and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability records of the Indemnitors relevant Group Company in respect of matters prior to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, Completion and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit associated with the Claim (subject always to JAMS Worldwide for binding arbitration under keeping the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its same confidential other fees, costs and expenses than necessary disclosures in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to such Claim); (iv) obtain the Supreme Court assistance of the State personnel of New Yorkthe relevant Group Company to provide statements and proofs of evidence, County and to attend at any hearing to give evidence or otherwise, and to provide other reasonable assistance to enable the Covenanters to reasonably mitigate, avoid, resist, appeal, dispute, contest, remedy, compromise or defend any such Claim on the basis that the Covenanters shall be responsible for all reasonable expenses incurred by the Company and/or the Buyer in providing such assistance; (v) save with the prior written consent of New Yorkthe Covenanters (which consent shall not be unreasonably withheld or delayed), not admit liability in respect of or compromise or settle any court having jurisdiction over such Claim or volunteer any alleged circumstances in the non-moving party.course of disputing any claim likely to affect the amount thereof or the future Taxation liability of any

Claims. Any action on account of (a) The Purchaser may only make a Loss claim for a Total Consideration refund under this Agreement (a “Claim”) may be asserted by sending to the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Sellers’ Agent a written notice (a “Notice of Claim”) promptly, and, in any event, no later than twenty-five (25) Business Days after the date on which sets forth the Purchaser became aware of the matter, event or circumstance upon which the Claim is based. (b) The Notice of Claim shall specify in such reasonable detail as is then available to the Purchaser (with copies of reasonably relevant documents attached) (i) the basis for the Claim and the warranties or covenants which are alleged to have been breached, (ii) a brief description of the nature alleged Loss, (iii) a reasonable estimate of the alleged Loss calculated in accordance with Section 8.2 (such estimate shall be provided as soon as it is determined if not known at the time of the Notice of Claim) and (iv) any other information reasonably necessary to enable the Sellers to assess the merits of the Claim and the estimate of the alleged Loss. (c) No Claim may be made against a Seller in respect of Sections 6.1 and 6.2 unless it is made against all Sellers which may be liable for such breach. (d) Failure to comply with the above requirements will not render the Claim invalid, but the amount of the related Loss shall be decreased up to the amount directly and exclusively attributable to such failure. (e) To the extent a Claim is made as a result of or in connection with a claim made by a third party, the Purchaser (i) shall closely associate the relevant Sellers (and, as the case may be, any external legal counsel appointed by such Sellers) to the defense of the claim, provide all information reasonably required in connection with such claim and its progress and take into account in good faith their reasonable comments considering the corporate interest of the Purchaser and/or of the Company, as applicable, and excluding any disclosure of confidential or sensitive business information and (ii) shall not settle, compromise or admit any liability in respect of such third party claim without the total amount written consent of the actual out-of-pocket Sellers, which consent shall not be unreasonably withheld or delayed, taking into account the Company’s corporate interest, failing which the Purchaser shall not be entitled to make any Claim in respect of any Loss or any part thereof in relation to such third party claim, and shall not be indemnified in respect of any such Loss or any part thereof. (f) Notwithstanding anything to the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred contrary in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sthis Agreement, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent that any inaccuracy of any warranties contained in this Agreement is capable of remedy, the Purchaser shall afford the Sellers at least forty-five (and only to the extent that45) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt Business Days following reception of the Notice of Claim to investigate remedy the matter or circumstance alleged to give rise breach and shall procure to the Sellers the assistance and the cooperation it may reasonably request in order to implement such remediation whenever possible. Any such remedial action by the Sellers will only limit the Sellers’ liability under this Agreement to the extent the results of such action are to the reasonable satisfaction of, and with no Loss arising for, the Purchaser or the Company. (g) The Sellers' Agent or the Sellers concerned, and their counsel shall have access to the books and files of the Company relating to any Claim, and during normal business hours at the HL Representative Company's premises or Company Shareholder Representative, as applicable, otherwise mutually agreed. The Company's staff shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond provide reasonable assistance to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted Sellers' Agent or the Claim, Sellers concerned and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partytheir counsel.

Claims. Any action on account 72 (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and only circumstances giving rise to such claim for indemnification (to the extent thatknown by the Indemnified Person) and the amount of Losses suffered or incurred or that the Indemnified Person reasonably believes it will or may suffer or incur. (b) If the Indemnifying Person does not object in writing to such failure has adversely affected claim within forty-five (45) days after receiving such Claim Notice, during which time the ability Parties shall reasonably cooperate in the investigation of the Indemnitors facts and circumstances surrounding such claim, it shall be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to defend against or reduce their liability or caused or increased such liability or otherwise caused indemnification pursuant to this ARTICLE XI and, subject to Section 11.4 and, if applicable, the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt provisions of the Notice of Claim Escrow Agreement, the Indemnified Person shall be entitled to investigate recover promptly from the matter Indemnifying Person or circumstance alleged to give rise to the ClaimIndemnity Escrow Account, as applicable, and the HL Representative Indemnifying Person or Company Shareholder Representativethe Escrow Agent, as applicable, shall reasonably assist promptly pay to the Indemnified Person, the amount of such investigation claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 11.2 or Section 11.3 in respect of such claim), and no later objection by giving such information and access to Persons or records as Parent may reasonably requestthe Indemnifying Person shall be permitted. If Parent does not respond to the Notice of Claim within such twenty forty-five (2045) calendar day periodperiod the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, Parent will the Indemnified Person shall nevertheless be deemed entitled to have irrevocably accepted recover from the Claim, and such acceptance will be binding on Indemnifying Person or the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder RepresentativeIndemnity Escrow Account, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative Indemnifying Person or Company Shareholder Representativethe Escrow Agent, as applicable, shall negotiate in good faith promptly pay to resolve the ClaimIndemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If within such forty-five (45) day period the parties are unable Indemnifying Person objects in writing to reach an agreement within ten (10) calendar days after receipt by such claim or the HL Representative or Company Shareholder Representative, as applicable, of such rejection noticeamount thereof, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim total amount of indemnification to JAMS Worldwide for binding arbitration under which the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Indemnified Person shall be mutually agreed entitled shall be determined by Parent (x) the written agreement of the Indemnified Person and the HL Representative Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or Company Shareholder Representative, as applicable(z) any other means to which the Indemnified Person and the Indemnifying Person shall agree. If the parties are unable to agree on the arbitrator, the arbitrator The Order of a court shall be appointed by JAMS. The arbitration deemed final when the time for appeal, if any, shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration have expired and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and no appeal shall have been taken or when all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyappeals taken shall have been finally determined.

Claims. Any action on account of a Loss (a “Claim”a) may be asserted by From time to time during the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss Claims Period, Acquirer or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company ShareholdersStockholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder RepresentativeAgent, as applicable, may submit deliver to the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative Stockholders’ Agent or Company Shareholder RepresentativeAcquirer, as applicable. If , one or more certificates signed by any officer of Acquirer or by the parties are unable Stockholders’ Agent (each, a “Claim Certificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably believes that it could reasonably be expected to agree on incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority reasonably may raise such matter in audit of such Indemnified Person or its Affiliates, that could give rise to Indemnifiable Damages); (ii) stating the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkamount of such Indemnifiable Damages (which, in the English language. The arbitrator’s fees will case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be split equally between the parties maximum amount reasonably believed by Acquirer or the Stockholders’ Agent, as applicable, could reasonably be expected to be incurred, paid, reserved, accrued or demanded by a third party) (the amount of such Indemnifiable Damages, which may be adjusted by Acquirer or the Stockholders’ Agent, as applicable, from time to time following investigation into the matters therein by written notice to the arbitration Stockholders’ Agent or Acquirer, as applicable, the “Claimed Amount”); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer or the Stockholders’ Agent, as applicable,) the individual items of such Indemnifiable Damages included in the amount so stated and each party the nature of the claim to which such Indemnifiable Damages are related. (b) No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder (except to the arbitration will be responsible for extent that such failure materially prejudices the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses Indemnifying Person in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court terms of the State amount of New York, County of New York, or any court having jurisdiction over Indemnifiable Damages such Indemnifying Person is liable to indemnify the non-moving partyIndemnified Person for).

Claims. Any action on account (a) To obtain indemnification under this Article 6, an Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by an Indemnitee for indemnification pursuant to the first sentence of this Section 6.4(a), a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made (1) by the Board of Directors by a majority vote of a Loss quorum consisting of directors who are not and were not parties to the matter in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”), (2) if a “Claim”quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by less than a quorum of the Board of Directors consisting of Disinterested Directors or (3) may be asserted if a majority of Disinterested Directors so directs, by the HL Representative on behalf stockholders of any HL Indemnitee the Corporation. (b) If a claim for indemnification or payment of expenses under this Article 6 is not paid in full by the Company Shareholder Representative on behalf Corporation within 60 days after a written claim therefor by the Indemnitee has been received by the Corporation (except in the case of any Company a claim for advancement of expenses, for which the applicable period is 30 days), the Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of may file suit to recover the nature of the Claim and (ii) the total unpaid amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking, if any is required, has been tendered to the Corporation) that the Indemnitee has not met the standard of conduct that makes it permissible under the DGCL for the Corporation to indemnify the Indemnitee for the amount claimed. Neither the failure of the Corporation (including its Board of Directors or stockholders) to any Claim and will not affect have made a determination prior to the Company Shareholders’ or Parent’s, as applicable commencement of such action that indemnification of the Indemnitee is proper in the capacity circumstances because he or she has met the applicable standard of indemnitors conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors or stockholders) that the “Indemnitors”Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. If a determination shall have been made pursuant to Section 6.4(b) that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.4(b), duties or obligations under . The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.4(b) that the procedures and presumptions of this Article XI6 are not valid, except to binding and enforceable and shall stipulate in such proceeding that the extent (and only to Corporation is bound by all the extent that) such failure has adversely affected the ability provisions of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Article 6.

Claims. Any action on account i. A panel of a approved Surveyors/Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except Adjusters acceptable to the extent (and only Owner to the extent that) such failure has adversely affected the ability be utilized in case of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the all losses / damages for which the Indemnitors necessary claims are obligated to be greater than such damages would have been had lodged, shall be finalized by mutual discussions within fifteen (15) days of signing of this MOU. ii. In the Indemnitee given Parent prompt notice hereunderevent of a loss/damage, the Owner will give notification to the Lead Insurer. Parent will have The Lead Insurer shall appoint Surveyor/Loss Adjuster from the approved panel within twenty four (2024) calendar days after its hrs from receipt of notification from the Notice Owner. If a Surveyor/Loss Adjuster is not deputed within five (5) days of Claim to investigate intimation by the matter or circumstance alleged Owner, the Owner will go ahead with the repairs & claim submitted by them would be acceptable by the Lead Insurer. iii. The Surveyor / Loss Adjuster shall as far as possible be advised to give rise a complete list of his documentation requirements and the Owner shall furnish these requirements expeditiously. The Owner will also nominate an official who shall co-ordinate with Surveyor / Loss Adjuster for settlement of loss/damage. iv. Where material information is requested by Lead Insurer, the Owner will endeavor to provide this information within any deadline specified and every conceivable effort should be made to ensure deadlines in this regard are met. v. All claims lodged on the Lead Insurer shall be promptly settled as per the following understanding. a) “On Account Payment” (of the order of fifty percent (50%) of the claim amount) in case of net assessed loss beyond Rs.1,00,00,000/- (Rupees One Crore only) shall be released by the Lead Insurer within seven (7) working days of the receipt to the Claimpreliminary report of the Surveyors/Loss Adjusters recommending the On Account Payment. The preliminary survey report shall be issued by the Surveyors/Loss Adjusters within fifteen (15) working days of their visit subject to production of minimum required details and information. However, documents required to be obtained fromGovt. agencies like FIR, Final Report from Police Authorities and the HL Representative or Company Shareholder Representative, as applicable, Fire Brigade Report etc. shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on for release of “On Account Payment”, where liability is clear and admitted. b) Final payment of the Indemnitorclaim shall be made within the following timelines. If Parent rejects the Claim, it shall, within such twenty  Net assessed losses/damages up to a limit of Rupees 1,00,00,000/- (20Rupees One Crore only) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement be settled within ten (10) calendar days after of the receipt by of the HL Representative or Company Shareholder Representative, as applicable, survey report with necessary supporting documents.  Net assessed losses/damages from Rupees 1,00,00,001/- (Rupees One Crore and One only) up to a limit of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit Rupees 50,00,00,000/- (Rupees Fifty Crores only) to be settled within twenty one (21) days of the Claim to JAMS Worldwide for binding arbitration under receipt of the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who survey report with necessary supporting documents.  Losses above Rupees 50,00,00,000/- (Rupees Fifty Crores only) shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.settled within thirty

Claims. Any action on account of a Loss (a “Claim”a) may be asserted by the HL Representative on behalf If Acquirer becomes aware of any HL Indemnitee matter prior to the last day of the Escrow Period or Fundamental Claims Period, as applicable, that may give rise to Indemnifiable Damages for which an Indemnified Person may seek indemnification hereunder, Acquirer shall deliver to the Stockholders’ Agent a certificate signed by the Company Shareholder Representative on behalf any officer of any Company Indemnitee by giving Parent written notice Acquirer (a an “Notice of ClaimOfficer’s Certificate”) which sets forth ), (i) stating an Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in an audit of Acquirer or its subsidiaries that could give rise to Indemnifiable Damages); (ii) stating amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquirer to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim claim to which such Indemnifiable Damages are related. Following the delivery of an Officer’s Certificate, Acquirer shall provide reasonable access to Stockholder’s Agent and its representatives to the books and records of the Surviving Corporation and reasonable access during normal business hours to such personnel or other representatives of the Surviving Corporation and Acquirer, in each case as may reasonably be required by Stockholders’ Agent and its representatives, for the purposes of investigating or resolving any disputes relating to or raised by the Officer’s Certificate (b) The Officer’s Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Officer’s Certificate, and (including iii) may be updated and amended from time to time by Acquirer by delivering an updated or amended Officer’s Certificate, so long as the delivery of the original Officer’s Certificate is made within the applicable Claims Period and such update or amendment directly relates to the underlying facts and circumstances specifically set forth in such original Officer’s Certificate; provided, further, that all claims for Indemnifiable Damages properly set forth in the original Officer’s Certificate or any costs update or expenses which amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of Claim providing such Officer’s Certificate (or to provide copies of relevant available documents any update or to furnish relevant available data will not constitute a defense (in whole or in partamendment thereto after conducting discovery regarding the underlying facts and circumstances set forth therein) to any Claim and will not within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability Stockholders’ Agent or the Effective Time Holders are materially prejudiced thereby in terms of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused amount of Indemnifiable Damages the damages for which the Indemnitors Effective Time Holders are obligated to indemnify the Indemnified Persons for. (c) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be greater than such damages would have been had delivered to the Indemnitee given Parent prompt notice hereunder. Parent will have twenty Stockholders’ Agent by or on behalf of Acquirer (20on behalf of itself or any other Indemnified Person) calendar and for a period of 30 days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise such delivery to the ClaimEscrow Agent of such Officer’s Certificate, and the HL Representative or Company Shareholder Representative, as applicable, Escrow Agent shall reasonably assist make no payment pursuant to this Section 8.5 unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent to make such investigation by giving delivery. After the expiration of such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 30-day period, Parent will the Escrow Agent shall make delivery of cash from the Escrow Fund to Acquirer in accordance with this Section 8.5; provided that no such delivery may be deemed made if and to have irrevocably accepted the Claimextent the Stockholders’ Agent has objected in a written statement to any claim or claims made in the Officer’s Certificate, and such acceptance will be binding on written statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Acquirer prior to the Claim, it shall, within expiration of such twenty (20) calendar 30-day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account of a Loss (a “Claim”) may claim for indemnification by an indemnified party under this Section 10 shall be asserted against the indemnifying party by giving the indemnifying party reasonably prompt written notice thereof, but in any event not later than 30 days after the indemnified party becomes aware of the claim. The failure to give such prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of such failure. Such notice by the HL Representative on behalf indemnified party shall describe the claim in reasonable detail, shall include copies of any HL Indemnitee or by all material written evidence thereof and shall indicate the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description estimated amount, if reasonably practicable, of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which Damages that have been or may be reasonably incurred in connection therewith)sustained by the indemnified party. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would The indemnifying party shall have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar 30 days after its receipt of such notice to respond in writing to such claim. The indemnified party shall allow the Notice of Claim indemnifying party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Claimclaim, and whether and to what extent any amount is payable in respect of the HL Representative or Company Shareholder Representative, as applicable, claim and the indemnified party shall reasonably assist such the indemnifying party’s investigation by giving such information and assistance (including access to Persons the indemnified party’s premises and personnel and the right to examine and copy any accounts, documents or records records) as Parent the indemnifying party or any of its professional advisors may reasonably request. If Parent the indemnifying party does not so respond to the Notice of Claim within such twenty (20) calendar 30 day period, Parent will the indemnifying party shall be deemed to have irrevocably accepted rejected such claim, in which case the Claim, and indemnified party shall be free to pursue such acceptance will remedies as may be binding available to the indemnified party on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, terms and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties subject to the arbitration and each party to the arbitration will be responsible for the payment provisions of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Agreement.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) ): i. stating that an Indemnified Person has incurred, paid, reserved or accrued (in accordance with GAAP), or in good faith believes that it is reasonably likely to incur, pay, reserve or accrue (in accordance with GAAP), Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority is reasonably likely to raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); ii. stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be asserted the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the HL Representative on behalf information then possessed by Acquirer) the individual items of any HL Indemnitee or by such Indemnifiable Damages included in the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate and any update or amendment thereto that expands the nature of the claims is made within the applicable Claims Period and in all cases such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred in connection therewith). Failure satisfied pursuant to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XIVIII, except to notwithstanding the extent expiration of such Claims Period. No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by Each indemnified party agrees to give the HL Representative on behalf indemnifying party prompt written notice of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (matter upon which such indemnified party intends to base a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure claim for indemnification under this Article 17; provided, however, that failure to give such prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will notification shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, indemnification provided hereunder except to the extent (the indemnifying party shall have been actually materially prejudiced as a result of such failure. The indemnified party shall permit, and only shall cause its employees and agents to permit, the indemnifying party to defend or settle any such action, claim or liability and agrees to the extent that) complete control of such failure has adversely affected defense or settlement by the ability indemnifying party; provided, however, that such settlement does not impose any obligation or burden on the indemnified party without the prior written consent of the Indemnitors to defend against indemnified party. No such action, claim or reduce their liability or caused or increased such liability or otherwise caused shall be settled by the damages for which indemnified party without the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt prior written consent of the Notice of Claim to investigate the matter indemnifying party (which consent shall not be unreasonably conditioned, withheld or circumstance alleged to give rise to the Claim, delayed) and the HL Representative or Company Shareholder Representative, as applicable, indemnifying party shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for any fees or other costs incurred other than as provided in this Article 17. The indemnified party, its employees, agents and affiliates shall cooperate reasonably with the payment indemnifying party and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification at the sole expense of the indemnifying party. The indemnified party shall have the right, but not the obligation, to be represented by counsel of its own costsselection and at its own expense. Notwithstanding Sections 17.1 and 17.2 above, attorneys’ feesand by way of clarification, expert fees and all of its neither party shall be obligated to indemnify the other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court party hereunder for modification or misuse or improper storage or transportation of the State Product by wholesalers or the customers of New York, County of New York, or any court having jurisdiction over the non-moving either party.. * filed under application for confidential treatment

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it is reasonably likely to incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) (A) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related and (B) the relevant provisions of this Agreement which entitle Acquirer to indemnity in respect thereof. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) Except as otherwise set forth in this Section 8.5, the period during which claims may be made in respect of a Loss any Indemnifiable Matter begins at Closing and ends at the expiration of the applicable Survival Period (the “Claims Period”). (b) During the Claims Period, Parent may deliver to the Agent one or more certificates signed by any officer of Parent (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Parent or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (c) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Parent as of the date thereof, (ii) the total amount will not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto will remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data Certificate within the applicable Claims Period will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Equityholders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may seek recovery for Indemnifiable Damages by delivering to the Holders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters that could give rise to Indemnifiable Damages, that any Tax Authority may raise such matter in an audit of Acquirer or its subsidiaries); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including any costs or expenses which have been or iii) may be reasonably incurred updated and amended from time to time by Acquirer by delivering any updated or amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period; provided that each claim for Indemnifiable Damages properly set forth in connection therewith)a Claim Certificate or any update or amendment thereto shall remain outstanding until such claim has been resolved or satisfied, notwithstanding the expiration of such Claims Period. Failure to give prompt Notice of No delay in providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Holders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Securityholders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprejudiced thereby.

Claims. Any action on account (a) From time to time during the Claims Period, Parent may deliver to the Securityholder Agent one or more certificates signed by any officer of a Loss Parent (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that a brief description Parent Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Damages (or that with respect to any Tax matters, that any Governmental Authority may raise such matter in audit of Parent or its subsidiaries, that could give rise to Damages); (ii) stating the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a third party) (such amount, the “Claimed Damages”); and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Damages included in the amount so stated and the nature of the claim to which such Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Parent or the Parent Indemnified Person as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Parent Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute Certificate within the applicable Claims Period shall affect a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’sParent Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Securityholder Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Company Indemnitor are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyactually prejudiced thereby.

Claims. Any action on account of (a) (1) If a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or claim for indemnification under Section 3 is not paid in full by the Company Shareholder Representative on behalf within thirty (30) days after a written claim pursuant to Section 3(b) has been received by the Company, or (2) if a request for advancement of expenses under Section 3(c) is not paid in full by the Company within twenty (20) days after a statement pursuant to Section 3(c) and the required Undertaking, if any, have been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of to recover the nature of the Claim and (ii) the total unpaid amount of the actual out-of-pocket Loss claim for indemnification or the anticipated potential Loss (including any costs or request for advancement of expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (and, if successful in whole or in part) , the Indemnitee shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any Claim and will not affect the Company Shareholders’ or Parent’ssuch action that, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court General Corporation Law of the State of New YorkDelaware, County the Indemnitee has not met the standard of New Yorkconduct which makes it permissible for the Company to indemnify the Indemnitee for the amount claimed or that the Indemnitee is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Company) the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company (including its Board of Directors, Independent Counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (b) If a determination shall have been made pursuant to Section 3(b) that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any court having jurisdiction over judicial proceeding commenced pursuant to Section 4(a) above. (c) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4(a) that the non-moving partyprocedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in such proceeding that the Company is bound by all the provisions of this Agreement. (d) If there has been a Change in Control and any dispute arises under this Agreement, the parties agree that at the Indemnitee’s option such dispute shall be resolved by binding arbitration proceedings in accordance with the rules of the American Arbitration Association and the results of such proceedings shall be conclusive on both parties and shall not be subject to judicial interference or review on any ground whatsoever, including without limitation any claim that the Company was wrongfully induced to enter into this agreement to arbitrate such a dispute. The Company shall pay the cost of any arbitration proceedings under this Agreement. The Indemnitee shall be entitled to advancement of his Expenses in connection with such proceedings and, notwithstanding anything to the contrary in subsection (c) above, the Indemnitee shall be obligated to reimburse the Company for his Expenses in connection with such arbitration proceedings only if it is finally and specifically determined by the arbitrators that the Indemnitee’s position in initiating the arbitration was frivolous and completely without merit. (e) Considering that a fundamental purpose of this Agreement is to provide for and ensure the timely advance of an Indemnitee’s Expenses in any event, if there is a Change of Control and the Indemnitee must commence arbitration proceedings to secure an advance of his Expenses, the arbitrators shall have discretion to award punitive damages to the Indemnitee if it is found that the Company’s failure to advance the Indemnitee’s expenses makes such an award appropriate in the circumstances.

Claims. Any action on account In order for the Purchaser Indemnified Persons or the Shareholder Indemnified Persons (as the case may be, the “Indemnified Persons”) to be entitled to any indemnification under this Agreement in respect of a Loss (claim that is not a “Non-Party Claim”) may be asserted by , the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Indemnified Persons shall give written notice (the “Claim Notice”), promptly after the Indemnified Persons become aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article X, to (a) the Shareholder Representative, in the case of indemnification pursuant to Section 10.01, and (b) the Purchaser, in the case of indemnification pursuant to Section 10.02. Within ten days after receipt of the Claim Notice, which shall include reasonable documentation setting forth a “Notice of Claim”) which sets forth (i) a brief description of the nature matters entitling the Indemnified Persons to indemnity hereunder, the Persons required to indemnify the Indemnified Persons under this Article X (the “Indemnifying Persons”), at no cost or expense to the Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to the Indemnified Persons and shall diligently and timely prosecute such resolution to completion. If the Indemnifying Persons, within ten days after their receipt of the Claim Notice (or such shorter time as may be necessary under the circumstances), fail to diligently commence resolution of such matters in a manner reasonably acceptable to the Indemnified Persons, the Indemnified Persons shall have the right to undertake all appropriate and (ii) reasonable actions to resolve or otherwise address such matters at the total amount sole expense of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except Indemnifying Persons to the extent (and only such matters are subject to indemnification under this Agreement. With respect to those claims that the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Persons are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate disputing in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt and that may be satisfied by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costsa liquidated sum of money, attorneys’ fees, expert fees and all including claims for reimbursement of its other fees, costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final and binding as circumstances entitling the Indemnified Persons to all matters of substance and procedure and may be enforced by an ex parte petition indemnity hereunder, the Indemnifying Persons shall pay the full amount so claimed to the Supreme Court extent supported by reasonable documentation within 15 days following such resolution. If the Indemnifying Persons disputes any portion of the State claimed Liability in connection with such claim, the Indemnifying Persons shall pay any undisputed part of New Yorksuch Liability, County of New Yorkand Indemnifying Persons and the Indemnified Persons shall have 30 days to resolve any remaining dispute. If any Proceeding is commenced between the Indemnifying Persons and any Indemnified Person, or any court having jurisdiction over the non-moving partyprevailing party in such Proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such Proceeding, including reasonable attorneys’ fees.

Claims. Any action on account (a) From time to time during the applicable Claims Period, Castlight may deliver to the Stockholders’ Agent and the Escrow Agent one or more certificates signed by any officer of a Loss Castlight (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably believes that it will incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may reasonably raise such matter in an audit of Castlight or its subsidiaries, that could reasonably be expected to give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably believed by Castlight to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Castlight) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Castlight as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Castlight by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Stockholders’ Agent or the Converting Holders are materially prejudiced thereby. (c) For clarity, while Castlight may deliver a Claim Certificate with respect to a Third-Party Claim at any time within the Castlight Claims Period in order to preserve its rights and remedies hereunder, the Indemnified Persons will not be entitled to seek actual recovery from the Escrow Fund or directly from the Converting Holders with respect to such failure Third-Party Claim unless (i) the dispute between Castlight and the applicable third party has adversely affected been resolved by either a binding settlement agreement or a final non-appealable order of a court of competent jurisdiction or (ii) Castlight and the ability of Stockholder’s Agent agree in writing to such recovery. (d) In the Indemnitors event Castlight delivers a Claim Certificate pursuant to defend against this Section 9.5, Castlight shall provide the Stockholders’ Agent with reasonable supporting documentation and information related to such Claim Certificate, including, reasonable access by the Stockholders’ Agent to information about Castlight, Jiff or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise Surviving Entity to the Claim, and extent reasonably necessary to evaluate the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist claims set forth in such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyCertificate.

Claims. Any action On or before the last day of the Escrow Period, Parent may deliver to the Exchange Agent, and, following the expiration of the Escrow Period, on account or before the last day of the applicable Fundamental Claims Period, Parent may deliver to the Holders’ Agent, a Loss certificate signed by any officer of Parent (a an “ClaimOfficer’s Certificate”): (a) stating that an Indemnified Person has incurred, suffered, paid, reserved or accrued, or reasonably anticipates that it may incur, suffer, pay, reserve or accrue, Indemnifiable Damages; (b) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, suffered, paid, reserved or accrued, may be asserted the maximum amount reasonably anticipated by Parent to be incurred, suffered, paid, reserved, accrued or demanded by a third party); and (c) specifying in reasonable detail (based upon the HL Representative on behalf information then possessed by Parent) the individual items of any HL Indemnitee or by such Indemnifiable Damages included in the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of amount so stated and the nature of the Claim and claim to which such Indemnifiable Damages are related. The Officer’s Certificate (i) need only specify such information to the knowledge of such officer of Parent as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Officer’s Certificate, and (including iii) may be updated and amended from time to time by Parent by delivering an updated or amended Officer’s Certificate, so long as the delivery of the original Officer’s Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Officer’s Certificate; provided that all claims for Indemnifiable Damages properly set forth in the original Officer’s Certificate or any costs update or expenses which amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect satisfied, notwithstanding the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, expiration of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicableClaims Period. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held No delay in New York, New York, in the English language. The arbitratorproviding such Officer’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, Certificate (or any court having jurisdiction over update or amendment thereto after conducting discovery regarding the non-moving partyunderlying facts and circumstances set forth therein) within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by Upon the HL Representative on behalf occurrence of any HL Indemnitee or by event giving rise to a claim in terms of this Policy, the Company Shareholder Representative on behalf Insured shall: a) give notice to the Insurer immediately and within 24 (twenty-four) hours of the Environmental Incident taking place. Such notice having been given, any claim arising out of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the circumstance matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, thing shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted been made during the ClaimPeriod of Insurance; b) give notice to the Insurer regardless of whether the claim would exceed the Deductible amount stated in the Policy Schedule, and such acceptance following an Environmental Incident; c) immediately call the Hazcall24 call centre on +▇▇ ▇▇ ▇▇▇ ▇▇▇▇ for assistance, who in return will be binding on appoint an Insurer approved spillage Clean-up specialist, irrespective of the Indemnitor. If Parent rejects Deductible/First Amounts payable applicable; Failing to do so may result in an additional Deductible payable of 10% of the Claimclaim; d) as soon as reasonably practicable after the event, it shall, within such twenty but not for a period exceeding 7 (20seven) calendar day perioddays, notify submit to the HL Representative or Company Shareholder Representative, as applicable, Insurer full details in writing of its rejectionany claim; e) give the Insurer such proof, specifying information and sworn declarations as the factual Insurer may require within 7 (seven) calendar days of issue of the claim number. f) furnish the Insurer with all technical reports, service and or maintenance reports, proof of repairs following a maintenance failure, laboratory data, field notes or any other documents generated by persons hired by the Insured to investigate the claim and all expert reports, investigations and data collected by experts retained by the Insured, whether or not the Insured intends to use the material for any purpose; g) furnish the Insurer with any other information developed or discovered by the Insured pertaining to the claim, whether or not deemed by the Insured to be relevant to the claim; h) furnish the Insurer with all demands, summons, notices or other legal basis thereforprocess or papers filed with a court of law, administrative agency or investigative body which may be issued or commenced against the Insured in connection with the event giving rise to the claim; and i) furnish all and any other information and documentation that the Insurer may require. j) The Insurer shall not pay nor be liable for any claim: - i. unless the Insured complies with the above conditions; and ii. which is made after the expiry or cancellation of the policy. k) No Insured shall admit or assume any liability, enter into any settlement agreement, consent to any judgment, or incur any defence costs without the prior written consent of the Insurer. Only those settlements, judgments, and Parent defence costs consented to by the Insurer and the HL Representative or Company Shareholder Representative, as applicablejudgments resulting from claims defended in accordance with this Policy, shall negotiate be recoverable under this Policy. l) The Insurer’s consent shall not be unreasonably withheld provided that the Insurer shall be entitled to exercise all of its rights in good faith this Policy. m) The Insurer may make any settlement of any claim or loss subject to resolve such Insured’s written consent. If any Insured withholds consent to such settlement, the ClaimInsurer’s liability for all loss on account for such claim or loss shall not exceed the amount for which the Insurer could have settled such claim or loss incurred as at the date such settlement was first proposed in writing by the Insurer, less the applicable Deductible. n) If the Insurer rejects any claim, or disputes the quantum of a claim, the Insured has ninety (90) days to make representation to the Insurer, challenging this decision. If the parties are unable Insurer persist in rejecting the claim or disputing the quantum, the Insured has to reach an agreement have summons issued and served on the Insurer, within ten six (106) calendar months (180 days) after the expiry of the ninety (90) days after receipt by period; failing which, the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration Insured will be conducted by a single arbitrator who shall be mutually agreed by Parent forfeit his claim and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held Insurer will have no further claim in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment terms of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Policy.

Claims. Any action on account 4.9.11.1 No employee of a Loss (a “Claim”) may be asserted by the HL Representative on behalf Seller has made any claim against Seller for termination of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss employment (including any costs redundancy payment) or expenses which have been for salary, wages or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated other employment benefits alleged to be greater than due to such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt employee. 4.9.11.2 Seller has no current or future liability for breach of the Notice any contract of Claim employment or for services, for redundancy payments, protective awards or for compensation for wrongful dismissal or unfair dismissal or for failure to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible comply with any order for the reinstatement or re-engagement of any employee or for any other liability accruing from the termination of any contract of employment or for services. 4.9.11.3 No gratuitous payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses has been made or promised by Seller in connection with the actual or proposed termination or suspension of employment or engagement or variation of any arbitration. The arbitrator’s decision contract of employment or engagement of any present or former director, senior executive, consultant or employee. 4.9.11.4 No employee of Seller has given or received notice terminating his or her employment or engagement altering its terms, and no such person will be final and binding entitled to give such notice as a result of the entering into of this Agreement. 4.9.11.5 All material monies paid or goods or services provided directly or indirectly or made available (whether by way of the provision of a credit card or otherwise howsoever) by Seller whether as principal or surety to any of its directors or employees whether in respect of emoluments of employment or reimbursement or otherwise howsoever have been expenditure properly incurred by Seller so as to all matters of substance be deductible in computing its taxable profits and procedure and may be enforced by an ex parte petition have been declared to the Supreme Court Inland Revenue. 4.9.11.6 There is no person previously employed by Seller who now has or may have a right to return to his or her work or a right to be reinstated by Seller under the provisions of the State Employment Rights ▇▇▇ ▇▇▇▇. 4.9.11.7 To Seller's Knowledge, there are no facts or matters affecting any of New Yorkits employees which might reasonably be considered grounds for dismissing any such employee fairly or for warning such employee that the continuation of any conduct or behavior would lead to dismissal and no warning has been given to any employee and no notice of termination of employment has been given to or received from any such employee. 4.9.11.8 Seller is not under any present, County of New York, future or contingent liability to provide any court having jurisdiction over the non-moving party.goods services accommodation or benefit whatsoever (whether by way of

Claims. Any action on account (a) To obtain indemnification under this Article 6, an Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by an Indemnitee for indemnification pursuant to the first sentence of this Section 6.3(a), a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made (1) by the Board of Directors by a majority vote of a Loss quorum consisting of directors who are not and were not parties to the matter in respect of which indemnification is sought by Indemnitee (“Disinterested Directors”), (2) if a “Claim”quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by less than a quorum of the Board of Directors consisting of Disinterested Directors or (3) may be asserted if a majority of Disinterested Directors so directs, by the HL Representative on behalf stockholders of any HL Indemnitee the Corporation. (b) If a claim for indemnification or payment of expenses under this Article 6 is not paid in full by the Company Shareholder Representative on behalf Corporation within 60 days after a written claim therefor by the Indemnitee has been received by the Corporation (except in the case of any Company a claim for advancement of expenses, for which the applicable period is 30 days), the Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of may file suit to recover the nature of the Claim and (ii) the total unpaid amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking, if any is required, has been tendered to the Corporation) that the Indemnitee has not met the standard of conduct that makes it permissible under Delaware Law for the Corporation to indemnify the Indemnitee for the amount claimed. Neither the failure of the Corporation (including its Board of Directors or stockholders) to any Claim and will not affect have made a determination prior to the Company Shareholders’ or Parent’s, as applicable commencement of such action that indemnification of the Indemnitee is proper in the capacity circumstances because he or she has met the applicable standard of indemnitors conduct set forth in Delaware Law, nor an actual determination by the Corporation (including its Board of Directors or stockholders) that the “Indemnitors”Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. If a determination shall have been made pursuant to Section 6.3(b) that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.3(b), duties or obligations under . The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.3(b) that the procedures and presumptions of this Article XI6 are not valid, except to binding and enforceable and shall stipulate in such proceeding that the extent (and only to Corporation is bound by all the extent that) such failure has adversely affected the ability provisions of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Article 6.

Claims. The Buyer, prior to use, must inspect the characteristics of the fabrics supplied and their suitability for the intended application. For this reason, standard appearance and technical inspections must be carried out. In case of faulty fabrics, the Buyer must issue a written notice to be forwarded by registered mail, fac- simile, e-mail (preferably certified). The notice must be promptly forwarded and exhaustive (i.e. accompanied by a sample, pictures, etc.) in order to clearly explain the specifications of the fabric under claim and the detected defects. The Buyer must also include in the notice the place where the goods are stored. The Buyer must highlight the defects detected in the fabric by placing seals/labels on selvedges or where it does not spoil the fabric. The disputed pieces must be accompanied with the orginal identification labels. Any action on account claims/notices of a Loss visible/evident defects must be communicated in writing within 10 (a “Claim”ten) may working days from the date the goods have been delivered to the Buyer. Given the fact that the goods must be asserted moved from one place to another, the above term for notifying evident defects runs from the day the goods have been received by the HL Representative on behalf of any HL Indemnitee Buyer or the third party to whom the Seller has sent the goods. As far as the concealed defects are concerned, they must be notified in writing within 8 (eight) days from direct detection by the Company Shareholder Representative Buyer and/or from the communication sent to the Buyer by its final client. For all defects, any actions to enforce the guarantee are limited to one year from delivery. The claim may also be notified by telephone and, if the Seller expressly agrees in continuing the production process, the Seller shall become liable for any or greater damages to the fabric; viceversa, if the Seller has not expressly authorized production, the Buyer shall be held responsible for its decision to continue producing. Without prejudice to the agreements between the Parties (if any) in order to limit responsibilities for damages caused by fabric defects, the Seller is required to compensate the damages acknowledged caused by defects detected in fabrics already used only if such defects were not visible during the aforementioned inspections or during the production processes. In particular for visible defects, the Seller is liable only for goods under their original condition, i.e. prior to any further treatment such as steaming or decatizing, unless otherwise stipulated by the Parties. Any compensations for damages on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description the Seller shall not exceed the value of the nature of goods. The Seller must keep the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant goods under claim available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) 20 calendar days after receipt of the notification in compliance with paragraph II of this article so as to enable the Buyer to carry out any inspection or analysis he deems necessary; during this period of time, goods must be stored by the HL Representative or Company Shareholder RepresentativeBuyer with regular due diligence. In case the Seller objects to the defects as notified by the Buyer, as applicable, within the same period of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, 20 calendar days from receipt of the above notification he shall arrange with the Buyer the selection of a Laboratory and/or an Inspection Centre where joint inspections may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMScarried out. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally arrangement between the parties to Parties shall also include a deadline taking into account the arbitration directions provided under article 12 and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party13 here below.

Claims. Any action on account 12.1 If any dispute arises between CONTRACTOR and SUBCONTRACTOR involving performance of the Work or any alleged change in the Work, SUBCONTRACTOR must timely perform the disputed Work and must give written notice of a Loss (a “Claim”) may be asserted by claim for additional compensation for the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement Work within ten (10) calendar days after receipt commencement of the disputed Work itemizing and substantiating the associated costs of such disputed work and any impacts to the project schedule. If such costs cannot be itemized or substantiated estimates may be provided at the time of notice to be supplemented by actual figures as when they become available. SUBCONTRACTOR’s failure to give written notice within ten (10) days or to supplement such notice as applicable constitutes an agreement by SUBCONTRACTOR that it will receive no extra compensation for the disputed Work. 12.2 Notwithstanding the foregoing, if the CONTRACT DOCUMENTS contain notice provisions that are more stringent than those contained in this AGREEMENT, then SUBCONTRACTOR must comply with the provisions of the CONTRACT DOCUMENTS and, in addition, must give CONTRACTOR sufficient notice to comply with the provisions of the CONTRACT DOCUMENTS. 12.3 With regard to claims arising from differing conditions, changes directed by OWNER or others, or which otherwise are not solely the fault of CONTRACTOR, SUBCONTRACTOR’s sole and exclusive remedy must be a claim for that portion of the additional compensation received by CONTRACTOR from OWNER on account of such matters as is equitable under all of the circumstances. SUBCONTRACTOR agrees to be bound by OWNER's determination and by the HL Representative or Company Shareholder Representativedetermination in any proceeding in which OWNER is involved, as applicable, regardless of whether SUBCONTRACTOR was a party to such proceeding. SUBCONTRACTOR and CONTRACTOR must cooperate in the prosecution of such rejection noticeclaims, then HL Representative or Company Shareholder Representative, as applicable, may submit and SUBCONTRACTOR must pay a pro rata share of the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition therewith, to the Supreme Court extent that said claim is made by CONTRACTOR on behalf of SUBCONTRACTOR. Nothing herein must require CONTRACTOR to pursue such a claim on behalf of SUBCONTRACTOR. Payment of all claims must be subject to the State terms of New York, County Section 2 of New York, this AGREEMENT. 12.4 Failure to provide timely and properly substantiated written notice must be deemed a waiver by SUBCONTRACTOR of any claims at law or any court having jurisdiction over the non-moving partyin equity.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative The Securities Administrator, on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf Beneficiary, may make a claim under this Policy for the amount of any Company Indemnitee Defaulted Amount by giving Parent written notice (executing and delivering, or causing to be executed and delivered, to the Insurer a “Notice of Claim”) which sets forth (i) , with appropriate insertions. Such Notice of Claim, when so completed and delivered, shall constitute proof of a brief description claim hereunder when Received by the Insurer. In the event that any amount shall be received by the Securities Administrator in respect of a Defaulted Amount forming the nature basis of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred a claim specified in connection therewith). Failure to give prompt a Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will submitted hereunder, which amount had not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of received when the Notice of Claim to investigate was prepared but which is received by the matter or circumstance alleged to give rise Securities Administrator prior to the Claimreceipt of payment from the Insurer as contemplated by this Policy (any such amount, a "Recovery"), the Securities Administrator immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Securities Administrator shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the HL Representative or Company Shareholder Representative, as applicable, Insurer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to pay the amount of the claim specified in the Notice of Claim within such twenty as herein provided, net of the Recovery. The Insurer will pay each Defaulted Amount (20other than a Defaulted Amount which consists of an Avoided Payment) calendar day periodto the Securities Administrator, Parent will be deemed to have irrevocably accepted on behalf of the ClaimBeneficiary, and such acceptance will be binding on the Indemnitorlater of (i) noon, New York City time, on the date such Defaulted Amount becomes Due for Payment or (ii) noon, New York City time, on the second Business Day following the day on which the Insurer Receives a Notice of Claim as specified in the preceding paragraph. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, The Insurer will pay each Defaulted Amount which consists of an Avoided Payment as applicable, provided in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 3. If the parties are unable to reach an agreement within ten (10) calendar days after receipt No claim may be made hereunder except by the HL Representative or Company Shareholder RepresentativeSecurities Administrator, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court behalf of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyBeneficiary.

Claims. Any action on account The Purchaser shall undertake to verify that the products are free from defects in design, material and workmanship and shall conform with the technical specifications attached to the contract of a Loss (a “Claim”) may be asserted sale. In case any defect is detected by the HL Representative Purchaser, the latter shall issue a written claim in accordance with and pursuant to the terms and conditions set forth below: a) any defect on behalf quantity, weight, total weight of any HL Indemnitee packing, color or flaws in quality or non-conformity detected by the Company Shareholder Representative on behalf Purchaser shall be claimed as soon as the Purchaser comes into possession of the goods and in any Company Indemnitee case not later than 15 (fifteen) calendar days from the date of delivery of the goods after which the Purchaser is not entitled to claim; b) any hidden defects (i.e. defects which are not immediately obvious upon inspection required by giving Parent written notice law and/or by these Terms and Conditions), flaws or non-conformity shall be claimed by the Purchaser within 15 (a “Notice fifteen) calendar days of Claim”the detection of such defect after which the Purchaser is not entitled to claim. Any claim shall be made by registered letter addressed to the Seller and shall contain all the necessary data (products serial number, report of the damage, possible causes, complete description of the items involved, pictures, etc.) which sets forth of the defect or non-conformity of the products. Incomplete or not comprehensible claims shall not be taken into account by the Seller and the Purchaser shall be not entitled to any rights under the guarantee. It is however understood that the Purchaser shall be not entitled to any rights under the guarantee in case the Seller requests (i) a brief description reasonable inspection on the products or part of products which the nature of Purchaser alleged to be defected and such inspection is not allowed by the Claim and Purchaser, or (ii) the total amount return of those products or part of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for products which the Indemnitors are obligated Purchaser alleged to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, defected and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist Purchaser does not comply within 30 days from such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who The Purchaser shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible liable for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, any costs and expenses which the Seller may incur in connection with order to evaluate a claim which deems to be unfounded and, in case a claim deems to be unfounded only partially, the Purchaser shall be liable for any arbitration. The arbitrator’s decision will be final costs and binding as expenses which the Seller may incur up to all matters a maximum of substance and procedure and may be enforced by an ex parte petition to the Supreme Court 30% of the State value of New York, County of New York, or any court having jurisdiction over the non-moving partysuch claim.

Claims. Any action on account If, subsequent to the date hereof, any Person shall assert a claim against the Company or any of its subsidiaries (including, without limitation, where the Company or any of its subsidiaries is a Loss joint defendant with other Persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred during the period from December 20, 1995 through the Closing Date in or in connection with the conduct of the Educational Business or, to the extent any claim is made against the Company or any of its subsidiaries (including, without limitation, where the Company or any of its subsidiaries is a “Claim”joint defendant with other Persons) the conduct of the business of ITT, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Policies, ITT shall, at the time such claim is asserted, to the extent any such Policy may require that insurance proceeds thereunder be asserted collected directly by the HL Representative party against whom the insured claim is asserted, be deemed to designate, without need of further documentation, the Company as the agent and attorney-in-fact to assert and to collect any related insurance proceeds under such Policy, and shall further be deemed to assign, without need of further documentation, to the Company any and all rights of an insured party under such Policy with respect to such asserted claim, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer and the right to any applicable insurance proceeds thereunder; provided, however, that nothing in this paragraph 9.2 shall be deemed to constitute (or to reflect) an assignment of the Policies, or any of them, to the Company; provided further, however, that, with respect to those Policies set forth on behalf of any HL Indemnitee or Schedule 9.1(a) hereto for which the Company has payment obligations as reflected on such Schedule, the Company and its subsidiaries shall only have the rights as reflected on such Schedule, the Company and its subsidiaries shall only have the rights set forth under this paragraph 9.2 with respect to such Policies if such payment obligations have been satisfied by the Company Shareholder Representative on behalf of any Company Indemnitee at the relevant time as contemplated by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewithSchedule 9.1(a). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account (a) Except as otherwise set forth in this Section 9.6, the period during which claims may be made by any Indemnified Person in respect of a Loss any Indemnifiable Matter shall end as of the expiration of the applicable Survival Period (the “Claims Period”). (b) During the Claims Period, Parent may deliver to the Agent one or more certificates signed by any officer of Parent (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Parent or its Subsidiaries, that could give rise to Indemnifiable Damages) (provided, for the avoidance of doubt, that Indemnifiable Damages that may be incurred, paid, reserved or accrued shall only be actually indemnifiable hereunder, if and when such Indemnifiable Damages are actually suffered, incurred, sustained or paid); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (c) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Parent as of the date thereof, (ii) the total amount will not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto will remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data Certificate within the applicable Claims Period will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action (a) With respect to claims for Indemnifiable Damages against the Escrow Funds, on account or before the last day of the applicable Claims Period, Acquirer may deliver to the Effective Time Holders’ Agent a Loss certificate signed by any officer of Acquirer (a an “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or that it reasonably believes it will incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably believed by Acquirer to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim claim to which such Indemnifiable Damages are related. (iv) if applicable, the portion of the amount of Indemnifiable Damages for which Acquirer seeks recovery from the General Escrow Fund and the portion of the amount of Indemnifiable Damages for which Acquirer seeks recovery from the Special Escrow Funds; and (iiv) the total amount applicable Claim Stock Value determined in accordance with the terms of the actual out-of-pocket Loss or Merger Agreement. No delay in providing such Claim Certificate within the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability Effective Time Holders’ Agent or the Effective Time Holders are materially prejudiced thereby. At the time of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt delivery of the Notice of any Claim to investigate the matter or circumstance alleged to give rise Certificate to the ClaimEffective Time Holders’ Agent, and if such delivery is on or before the HL Representative or Company Shareholder RepresentativeEscrow Release Date, as applicable, a duplicate copy of such Claim Certificate shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond be delivered to the Notice Escrow Agent by or on behalf of Claim within such twenty Acquirer (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing behalf of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, itself or any court having jurisdiction over the non-moving partyother Indemnified Person).

Claims. Any action on account (a) On or before the last day of the General Escrow Period or the Separate Escrow Period, as applicable, Acquiror or Sub may deliver to the Escrow Agent a Loss certificate signed by any officer of Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred or paid Indemnifiable Damages, or reasonably anticipates that it may incur or pay Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority has raised or is reasonably anticipated to raise such matter in an audit of Company or its Subsidiaries, which would be reasonably likely to cause Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of General Indemnifiable Damages not yet incurred or paid, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Indemnifiable Damages are related. No delay in providing such Officer’s Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Shareholders’ Agent or the Closing Company Shareholders are materially prejudiced thereby. (b) For purposes of Section 9.5(a) of this Agreement, in order for an Indemnified Person to [***] that it may incur or pay [***] (or, with respect to Taxes, [***] that a matter would be raised by [***] and, or that a matter raised by [***] would be likely to cause Indemnifiable Damages), such failure has adversely affected Indemnified Person’s conclusions must be made in good faith [***] (i) a claim asserted by or against an [***], (ii) a written notice (including email) of a [***], or (iii) facts and circumstances as would be [***] to cause [***], based on [***], that [***]. (c) If Acquiror reasonably anticipates that it may incur or pay General Indemnifiable Damages under Section 9.5(a) in accordance with the ability applicable standard set forth herein, but the amount of such damages reasonably anticipated by Acquiror to be incurred are, upon review of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused circumstances [***] days following the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt delivery of the Notice of Claim Officer’s Certificate, materially less than as provided in the Officer’s Certificate, Acquiror shall promptly amend such Officer’s Certificate to investigate reflect the matter or circumstance alleged to give rise revised determination and deliver such Officer’s Certificate to the Claim, Shareholder’s Agent and the HL Representative amounts set forth in the first (or Company Shareholder Representativeprevious) Officer’s Certificate relating to such matter shall be so amended. Acquiror agrees to undertake such [***] day review and such other steps as are required herein with respect to each Officer’s Certificate delivered by the Acquiror or Sub to the Escrow Agent. (d) For purposes of Section 9.4 of this Agreement, the Acquiror’s conclusions as to the portion of the Escrow Fund that should remain in escrow after the General Escrow Period or the Separate Escrow Period, as applicable, must be made in good faith [***] sufficiently [***] such that [***] would [***] that such [***] is [***] to be [***] such [***] or [***], provided, however, that the amount remaining in escrow shall reasonably assist such investigation in no event be larger than the amount [***] in any [***] or [***]. In the event of a dispute under ARTICLE IX of this Agreement concerning the portion of the General Escrow Fund that should remain in escrow after the General Escrow Period, the [***] shall be [***] the [***] to [***] by giving such information [***] of the[***] that it [***] that it may incur or pay General Indemnifiable Damages [***] the [***] set forth [***] and access that the amount remaining in escrow is [***] to[***] the [***] or [***] for [***] under the [***] set forth [***]. In the event of a dispute under ARTICLE IX of this Agreement concerning the portion of the Separate Escrow Fund that should remain in escrow after the Separate Escrow Period, the [***] shall be [***] the [***] to Persons [***] by [***] of the[***] that it [***] that it may incur or records as Parent may reasonably requestpay Separate Indemnifiable Damages [***] the [***] set forth [***] and that the amount remaining in escrow is [***] the [***] or [***] for [***] the [***] set forth [***]. If Parent does not respond Notwithstanding anything to the Notice contrary herein, [***] of Claim the [***] may continue to be [***] more than [***] after the [***] for such [***] of the [***] has been [***] or [***] an [***] in a [***] or [***] for [***], prior to or during such [***] following [***]. (e) The basis for asserting a claim under Section 9.5(a) and determining the amount to remain in escrow under Section 9.4 (including all relevant facts relating to such matters) shall be provided to the Shareholders’ Agent concurrently with any applicable Officer’s Certificate. In the event that a portion of the General Escrow Fund remains in escrow at the conclusion of the General Escrow Period for unresolved or unsatisfied claims for General Indemnifiable Damages not yet paid in accordance with the terms hereof, Acquiror shall review such matters relating to such claims for General Indemnifiable Damages every ninety (90) days and deliver to the Shareholders’ Agent, within three (3) Business Days of such twenty review, an Officer’s Certificate certifying that such amounts in escrow continue to be necessary to satisfy such unresolved or unsatisfied claims in accordance with the applicable standard set forth herein or cause the Escrow Agent to release to the Shareholders’ Agent such portion of the remaining General Escrow Fund that is not necessary (20or no longer necessary) calendar day in the reasonable determination of such Person in accordance with the applicable standard set forth herein to satisfy such unresolved or unsatisfied claim. (f) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Shareholders’ Agent by or on behalf of Acquiror (on behalf of itself or any other Indemnified Person) and for a period of [***] days after such delivery to the Escrow Agent and the Shareholders’ Agent in accordance with the terms hereof of such Officer’s Certificate, the Escrow Agent shall make no payment pursuant to this Section 9.5 unless the Escrow Agent shall have received written authorization from the Shareholders’ Agent to make such delivery. After the expiration of such [***]-day period, Parent will the Escrow Agent shall make delivery of cash from the Escrow Fund to Acquiror in accordance with this Section 9.5 and the General Escrow Agreement or the Separate Escrow Agreement, as applicable; provided, however, that no such delivery may be deemed made if and to have irrevocably accepted the Claimextent the Shareholders’ Agent has objected in a written statement to any claim or claims made in the Officer’s Certificate, and such acceptance will be binding on written statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Acquiror prior to the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, expiration of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party[***]-day period.

Claims. Any action a) The Society shall notify HRM in writing as soon as possible after the Society becomes aware of any Claim or possible Claim against the Society and/or HRM that involves the Services and/or Facility. b) The Society shall notify HRM in writing as soon as possible after it becomes aware of any injury occurring in, on account or about the Facility, which could reasonably be expected to result in a Claim being made against HRM or the Society. c) The Society shall take no steps (such as the admission of liability) that would operate to bar HRM from obtaining any protection afforded by any policies of insurance it may hold or which will operate to prejudice the defense in any legal proceeding involving HRM or the Facility, or otherwise prevent HRM from protecting itself against any such Claim. d) The Society shall cooperate fully with HRM in the defense of any Claim. e) The handling, denial or settlement of any Claim by the Society or their insurer must be reported to the HRM Manager of Risk and Insurance Services. f) If HRM, its Mayor, Council members, authorized officials, employees, officers, agents or volunteers are, without fault on their part, made a Loss party to any litigation commenced by or against the Society, then the Society shall promptly indemnify and hold free and harmless HRM and shall pay HRM all costs and expenses, including, without limitation, all expenses and legal fees (on a “Claim”solicitor client basis) that may be asserted incurred or paid by the HL Representative or on behalf of any HL Indemnitee HRM or by such other parties in connection with the Company Shareholder Representative on behalf litigation. g) HRM may at its option, and Society’s expense, participate in or assume carriage of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss litigation or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except settlement discussions relating to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against foregoing or reduce their liability or caused or increased such liability or otherwise caused the damages any other matter for which the Indemnitors are obligated Society is required to be greater than indemnify HRM under this Agreement. Alternatively, Society agrees that HRM may require Society at Society’s expense to assume carriage of and responsibility for all or any part of such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt litigation of the Notice of Claim discussions, subject to investigate the matter or circumstance alleged Society at all times keeping HRM up to give rise date in writing as to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partystatus thereof.

Claims. Any action on account 7.3.1 If a Company Indemnified Party (the "CLAIMANT") desires to make a claim pursuant to this Article VII, the Claimant shall give prompt written notice to Acquiror (in such capacity, the "INDEMNITY REPRESENTATIVE") of a the amount and circumstances surrounding the same and the amount (estimated, if necessary) of the Loss (a “Claim”) may incurred or reasonably expected to be asserted by the HL Representative on behalf incurred in respect of any HL Indemnitee such claim; provided that the failure to so notify an Indemnity Representative shall not relieve the Indemnity Representative of its obligations hereunder except to the extent prejudiced thereby. If the Indemnity Representative notifies the Claimant that it disputes the Claimant's right of indemnification with respect to any such claim for indemnification, then the Claimant and the Indemnity Representative shall use reasonable efforts to resolve such dispute. If the Claimant and the Indemnity Representative reach a written agreement as to the amount of Losses payable to the Claimant in respect of such claim, the Indemnity Representative shall be required to pay to the Claimant the amount of such Losses within fifteen (15) days after the date of such written agreement. 7.3.2 With respect to indemnification claimed by a Claimant with respect to a third party claim or by Action ("CLAIM"), the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent Claimant (a) shall give prompt written notice (a “Notice to the Indemnity Representative of Claim”) which sets forth (i) a brief description the institution of such Claim at any time instituted against or made upon Claimant in connection with which the nature Claimant could claim indemnification; provided, that the failure to so notify the Indemnity Representative shall not relieve the Indemnity Representative of its obligations hereunder except to the Claim extent prejudiced thereby and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent known, of the amount and circumstances surrounding the same, and (b) shall permit the Indemnity Representative, at its option, to assume and only control the defense against such Claim through counsel of its choice (which counsel shall be reasonably satisfactory to the extent thatClaimant) such failure has adversely affected if the ability Indemnity Representative gives written notice of its intention to do so to the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty Claimant within thirty (2030) calendar days after its the receipt of notice of such Claim from Claimant. If the Indemnity Representative does not notify the Claimant within thirty (30) calendar days after the receipt of the Notice Claimant's notice of a claim of indemnity hereunder that it elects to undertake the defense of such Claim, the Claimant shall have the right to contest the Claim but shall not thereby waive any right to investigate indemnity therefor pursuant to this Agreement. In the matter or circumstance alleged to give rise event that the Indemnity Representative undertakes the defense against any such Claim as provided above, the Claimant shall cooperate with the Indemnity Representative in such defense and make available to the Claim, and the HL Representative or Company Shareholder Indemnity Representative, all witnesses, pertinent records, materials and information in its possession or under its control reasonably relating thereto as applicableis reasonably required by the Indemnity Representative. Any Claimant shall be entitled to participate in the defense of such Claim and to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall reasonably assist be borne by the Claimant. No such investigation Claim may be settled by giving the Indemnity Representative without the written consent of the Claimant, provided that such information and access to Persons consent shall not be withheld or records delayed unless, as Parent may reasonably request. If Parent a result of such settlement, injunctive or other equitable relief will be imposed against the Claimant or such settlement does not respond expressly and unconditionally release the Claimant from all liabilities and obligations with respect to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt Indemnity Representative has assumed the defense of a Claim, no such Claim may be settled by the HL Representative or Company Shareholder Claimant without the prior written consent of the Indemnity Representative, as applicable, which consent shall not be unreasonably withheld or delayed. In the event that the Indemnity Representative elects to assume and control the defense of such rejection notice, then HL Representative or Company Shareholder Representative, Claim as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorprovided in this Section 7.3, the arbitrator Indemnity Representative shall be appointed by JAMS. The arbitration shall be held in New York, New York, in bear the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment costs of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch defense.

Claims. Any action on account i. A panel of a approved Surveyors/Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except Adjusters acceptable to the extent (and only Owner to the extent that) such failure has adversely affected the ability be utilized in case of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the all losses / damages for which the Indemnitors necessary claims are obligated to be greater than such damages would have been had lodged, shall be finalized by mutual discussions within fifteen (15) days of signing of this MOU. ii. In the Indemnitee given Parent prompt notice hereunderevent of a loss/damage, the Owner will give notification to the Lead Insurer. Parent will have The Lead Insurer shall appoint Surveyor/Loss Adjuster from the approved panel within twenty four (2024) calendar days after its hrs from receipt of notification from the Notice Owner. If a Surveyor/Loss Adjuster is not deputed within five (5) days of Claim to investigate intimation by the matter or circumstance alleged Owner, the Owner will go ahead with the repairs & claim submitted by them would be acceptable by the Lead Insurer. iii. The Surveyor / Loss Adjuster shall as far as possible be advised to give rise a complete list of his documentation requirements and the Owner shall furnish these requirements expeditiously. The Owner will also nominate an official who shall co-ordinate with Surveyor / Loss Adjuster for settlement of loss/damage. iv. Where material information is requested by Lead Insurer, the Owner will endeavor to provide this information within any deadline specified and every conceivable effort should be made to ensure deadlines in this regard are met. v. All claims lodged on the Lead Insurer shall be promptly settled as per the following understanding. a) “On Account Payment” (of the order of fifty percent (50%) of the claim amount) in case of net assessed loss beyond Rs.1,00,00,000/- (Rupees One Crore only) shall be released by the Lead Insurer within seven (7) working days of the receipt to the Claimpreliminary report of the Surveyors/Loss Adjusters recommending the On Account Payment. The preliminary survey report shall be issued by the Surveyors/Loss Adjusters within fifteen (15) working days of their visit subject to production of minimum required details and information. However, documents required to be obtained fromGovt. agencies like FIR, Final Report from Police Authorities and the HL Representative or Company Shareholder Representative, as applicable, Fire Brigade Report etc. shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on for release of “On Account Payment”, where liability is clear and admitted. b) Final payment of the Indemnitorclaim shall be made within the following timelines. If Parent rejects the Claim, it shall, within such twenty • Net assessed losses/damages up to a limit of Rupees 1,00,00,000/- (20Rupees One Crore only) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement be settled within ten (10) calendar days after of the receipt by of the HL Representative or Company Shareholder Representative, as applicable, survey report with necessary supporting documents. • Net assessed losses/damages from Rupees 1,00,00,001/- (Rupees One Crore and One only) up to a limit of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit Rupees 50,00,00,000/- (Rupees Fifty Crores only) to be settled within twenty one (21) days of the Claim to JAMS Worldwide for binding arbitration under receipt of the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who survey report with necessary supporting documents. • Losses above Rupees 50,00,00,000/- (Rupees Fifty Crores only) shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.settled within thirty

Claims. Any action on account (a) On or before the last day of the applicable Claims Period, Acquirer may deliver to the Stockholders’ Agent (and, if applicable, the Indemnifying Parties against whom recovery is directly sought) a Loss certificate signed by any officer of Acquirer (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, suffered, paid, reserved or accrued, or reasonably anticipates that it may incur, suffer, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Taxing authority may raise such matter in an audit of Acquirer or its Affiliates, including the Company or any Company Subsidiary, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, suffered, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquirer to be incurred, suffered, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim claim to which such Indemnifiable Damages are related. (b) The Officer’s Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Officer’s Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering an updated or amended Officer’s Certificate, so long as the delivery of the original Officer’s Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Officer’s Certificate; provided that all claims for Indemnifiable Damages properly set forth in the original Officer’s Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Officer’s Certificate (or any update or amendment thereto after conducting discovery regarding the underlying facts and circumstances set forth therein) within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder. (c) If the Stockholders’ Agent (or any applicable Indemnifying Party against whom recovery is directly sought) accepts, by written notice to Acquirer, or does not contest any claim or claims by Acquirer made in any Officer’s Certificate on or prior to the date that is 30 days after receipt of such Officer’s Certificate, then (i) the entire amount of such claim or claims set forth on such Officer’s Certificate will become payable by the Indemnifying Parties to the Indemnified Persons and (ii) the total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Officer’s Certificate shall be recoverable by Acquirer pursuant to Section 5.3(d)). (d) If the actual out-of-pocket Loss Stockholders’ Agent (or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred applicable Indemnifying Party against whom recovery is directly sought) objects in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) writing to any Claim and will not affect claim or claims by Acquirer made in any Officer’s Certificate within the Company Shareholders’ or Parent’s, as applicable 30-day period referenced in the capacity of indemnitors (the “Indemnitors”Section 5.5(c), duties Acquirer and the Stockholders’ Agent (or obligations under this Article XI, except to the extent (and only to the extent thatany applicable Indemnifying Party against whom recovery is directly sought) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages shall attempt in good faith for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar 45 days after its Acquirer’s receipt of such written objection to resolve such objection. (e) If no such agreement can be reached during the Notice 45-day period for good faith negotiation referenced in Section 5.5(d), but in any event upon the expiration of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 45-day period, Parent will be deemed to have irrevocably accepted either Acquirer (on behalf of itself or any other Indemnified Person) or the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty Stockholders’ Agent (20or any applicable Indemnifying Party against whom recovery is directly sought) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide such dispute for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties final adjudication to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses applicable court sitting in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyDelaware in accordance with Section 6.11.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss claim for indemnification under this Agreement not involving a Third Party Claim, the Indemnified Person shall give written notice of such claim to the Indemnifying Person (a “ClaimClaim Notice”) may be asserted by ); provided, however, that the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description failure of the nature Indemnified Person to promptly give such notice shall not relieve the Indemnifying Person of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XI, Agreement except to the extent (if any) that the Indemnifying Person is materially prejudiced thereby. The Claim Notice shall set forth in reasonable detail the facts and only circumstances giving rise to such claim for indemnification (to the extent thatknown by the Indemnified Person) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative amount of Losses suffered or Company Shareholder Representative, as applicable, shall incurred or that the Indemnified Person reasonably assist such investigation by giving such information and access to Persons believes it will or records as Parent may reasonably request. suffer or incur. (b) If Parent the Indemnifying Person does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, object in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement such claim within ten (10) calendar days Business Days after receipt receiving such Claim Notice, it shall be conclusively established for purposes of this Agreement that such claim is within the scope of and subject to indemnification pursuant to this Article VIII and, subject to Section 8.4, the Indemnified Person shall be entitled to recover promptly from the Indemnifying Person, and the Indemnifying Person shall promptly pay to the Indemnified Person, the amount of such claim (but such recovery shall not limit the amount of any additional indemnification to which the Indemnified Person may be entitled pursuant to Section 8.2 or Section 8.3 in respect of such claim), and no later objection by the HL Representative or Company Shareholder RepresentativeIndemnifying Person shall be permitted. If within such ten (10) Business Day period the Indemnifying Person agrees that it has an indemnification obligation but objects that it is obligated to pay only an amount less than that set forth in the Claim Notice, as applicablethe Indemnified Person shall nevertheless be entitled to recover from the Indemnifying Person, of and the Indemnifying Person shall promptly pay to the Indemnified Person, the lesser amount, without prejudice to the Indemnified Person’s claim for the difference. If within such rejection noticeten (10) Business Day period the Indemnifying Person objects in writing to such claim, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim amount of indemnification to JAMS Worldwide for binding arbitration under which the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Indemnified Person shall be mutually agreed entitled shall be determined by Parent (x) the written agreement of the Indemnified Person and the HL Representative Indemnifying Person, (y) a final Order of any court of competent jurisdiction, or Company Shareholder Representative, as applicable(z) any other means to which the Indemnified Person and the Indemnifying Person shall agree. If the parties are unable to agree on the arbitrator, the arbitrator The Order of a court shall be appointed by JAMS. The arbitration deemed final when the time for appeal, if any, shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration have expired and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and no appeal shall have been taken or when all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyappeals taken shall have been finally determined.

Claims. Any action on account (a) As promptly as is reasonably practicable after becoming aware of a Loss (claim for indemnification under this Agreement not involving a “Claim”) may be asserted by claim, or the HL Representative on behalf commencement of any HL Indemnitee suit, action or by proceeding, of the Company Shareholder Representative on behalf type described in Section 8.6, but in any event no later than twenty (20) days after first becoming aware of any Company Indemnitee by giving Parent written such claim, the Indemnified Person shall give notice to the Indemnifying Person of such claim (a the “Claim Notice”), which Claim Notice of Claim”) which sets forth shall contain: (i) a brief description reasonable explanation of the nature basis for the notice to the extent of the Claim and facts then known by the Indemnified Person that are alleged to constitute the basis for such claim, (ii) the total amount representations, warranties, covenants and obligations alleged to have been breached to the extent of the actual out-of-pocket Loss or facts then known by the anticipated potential Loss Indemnified Person, and (including iii) the estimated amount that the Indemnified Person seeks hereunder from the Indemnifying Person, together with any costs or expenses which information as may be helpful for the Indemnifying Person to determine whether the limitations in Section 8.4 have been satisfied or may be reasonably incurred in connection therewith). Failure do not apply; provided that, the failure of the Indemnified Person to give prompt deliver a Claim Notice shall not relieve the Indemnifying Person of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or its obligations under this Article XIVIII, except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. Unless it would reasonably be expected that the Indemnified Person will be prejudiced by such two (2)-week delay, for a period of at least two (2) weeks from the date the Indemnifying Person receives the Claim Notice, the Indemnified Person and only the Indemnifying Person shall (A) consult with each other regarding resolution of such claim, (B) attempt to resolve such claim and (C) attempt to resolve whether such claim is an indemnifiable claim hereunder; provided that neither party shall be obligated to take or refrain from taking any action to enforce its rights. (b) Any indemnification payments to be made to the extent thatSeller or Purchaser pursuant to the foregoing will be made or effected within five (5) Business Days after the date (the “Settlement Date”) on which (i) the amount of such failure has adversely affected payments is mutually agreed upon by the ability parties, or (ii) both such amount and the Indemnifying Person’s obligation to pay such amount have been finally determined in accordance with the provisions of the Indemnitors to defend against or reduce their liability or caused or increased Section 11.7 hereof. Any such liability or otherwise caused the damages for which the Indemnitors are obligated payments to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise made pursuant to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent foregoing will be deemed to have irrevocably accepted made or effected within five (5) Business Days after the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySettlement Date.

Claims. Any action on account of (a) In the event that an Indemnified Party may have a Loss right to recover Losses from the Escrow Fund or otherwise from the Indemnifying Parties hereunder, then Parent (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee such Indemnified Party) shall deliver an Officer’s Certificate to the Securityholders’ Representative (with contemporaneous delivery to the Escrow Agent) on or by prior to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of Special Expiration Date or Escrow Expiration Date, as applicable. Subject to the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss preceding sentence, no delay or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not such notice shall affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or Indemnifying Party’s indemnification obligations under this Article XIhereunder, except to the extent (and only to that such delay or failure actually prejudices the extent that) such failure has adversely affected Indemnifying Party’s rights. For the ability sake of clarity, any Officer’s Certificate delivered after the Indemnitors to defend against Escrow Expiration Date or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder RepresentativeSpecial Expiration Date, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond be of no effect and, notwithstanding anything to the Notice contrary contained herein, any Losses claimed or specified therein shall not be indemnifiable Losses hereunder or otherwise. (b) For a period of Claim twenty (20) business days after receipt of an Officer’s Certificate in compliance with Section 8.4(a), the Escrow Agent shall make no payment pursuant to this Section 8.4 unless the Escrow Agent shall have received written authorization from the Securityholders’ Representative to make such delivery. After the expiration of such twenty (20)-business day period, the Escrow Agent shall distribute to Parent, out of the Escrow Fund, the aggregate amount of Losses set forth in such Officer’s Certificate; provided, however, that no such distribution shall be made if and to the extent the Securityholders’ Representative has objected in a written statement to any claim or claims made in the Officer’s Certificate, which written statement shall include in reasonable detail the basis for such objection, and such written statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such twenty (20)-business day period. (c) If the Securityholders’ Representative objects in writing to any claim or claims by Parent made in any Officer’s Certificate within such twenty (20) calendar 20)-business day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Securityholders’ Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith for forty-five (45) days after Parent’s receipt of such written objection to resolve the Claimsuch objection. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Securityholders’ Representative or Company Shareholder Representativeshall so agree, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator a memorandum setting forth such agreement shall be appointed prepared and signed by JAMSboth parties and delivered to the Escrow Agent. The arbitration Escrow Agent shall be held entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Fund in New Yorkaccordance with the terms of such memorandum. (d) If no such agreement can be reached during the forty-five (45)-day period for good faith negotiation, New Yorkbut in any event upon the expiration of such forty-five (45)-day period, either Parent or the Securityholders’ Representative may bring suit in accordance with the English languageprovisions of Section 10.10. The arbitratorfinal non-appealable decision of a court of competent jurisdiction as to the validity and amount of any claim in such Officer’s fees will Certificate shall be split equally between binding and conclusive upon the parties to this Agreement and the arbitration Escrow Agent shall be entitled to act in accordance with such decision and each party to the arbitration will be responsible for Escrow Agent shall distribute cash from the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses Escrow Fund in connection with accordance therewith. Judgment upon any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and award rendered by the court may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or entered in any other court having jurisdiction over the non-moving applicable party.

Claims. Any action on account (a) On or before the last day of the applicable survival period provided for in Section 7.1, Acquiror may deliver to the Stockholders’ Agent a Loss certificate signed by any officer of Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Indemnifiable Damages (and, for the avoidance of doubt, with respect to Indemnifiable Damages for Tax matters, any Indemnifiable Damages that an Indemnified Person reasonably anticipates it may incur as a brief description result of a reasonably anticipated audit or assessment by any Tax Authority, even if such audit or assessment has not been initiated); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may not be greater than the maximum amount reasonably anticipated by Acquiror to be incurred, paid, reserved or accrued) and the number of shares of Escrow Stock equivalent to the value thereof, determined in accordance with Section 6.3(e); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated, the nature of the Claim claim to which such Indemnifiable Damages are related and (ii) the total amount facts reasonably necessary to verify Acquiror’s calculation of Indemnifiable Damages. No delay in providing such Officer’s Certificate within the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred applicable survival period provided for in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Section 7.1 shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Company Stockholders are materially prejudiced thereby. (b) At the time of delivery of any Officer’s Certificate to the Escrow Agent, Acquiror (on behalf of itself or any other Indemnified Person) shall deliver a duplicate copy of such failure has adversely affected Officer’s Certificate to the ability Stockholders’ Agent. For a period of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days Business Days after its receipt such delivery to the Escrow Agent of such Officer’s Certificate (the “Objection Period”), the Escrow Agent shall make no payment pursuant to this Section 6.4 unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent to make such delivery. After the expiration of the Notice Objection Period, the Escrow Agent shall make delivery of Claim the Escrow Stock from the Escrow Fund to investigate the matter or circumstance alleged to give rise Acquiror in accordance with this Article VI; provided, however, that no such delivery may be made if and to the Claim, and extent the HL Representative Stockholders’ Agent shall object in a written statement to any claim or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to claims made in the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the ClaimOfficer’s Certificate, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, statement shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties have been delivered to the arbitration Escrow Agent and each party to Acquiror prior to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court expiration of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyObjection Period.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Members’ Agent, and the Members’ Agent may deliver to Acquirer, one or more certificates signed by any officer of a Loss Acquirer or the Members’ Agent, as applicable (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters and Indemnifiable Damages related thereto for which an Acquirer Indemnified Person may seek recovery pursuant to Section 8.2, that any Tax Authority may raise such matter in audit of the Company or any of its Affiliates, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by the Indemnified Person in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by the Person sending the Claim Certificate) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer or the Members’ Agent, as applicable, as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be updated and amended from time to time by Acquirer or the anticipated potential Loss (including Members’ Agent, as applicable, by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Members’ Agent or the Indemnitors to defend against Converting Holders, or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder RepresentativeAcquirer, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. (a) Any action on account claim under Section 9.1 shall be made by written notice from Parent or the Indemnitee (as applicable) to Shareholder Representative specifying in reasonable detail the amount and basis of a Loss (a “Claim”) may be asserted by the HL Representative on behalf claim. When an Indemnitee seeking indemnification under Section 9.1 receives notice of any HL claim by a third party, including without limitation any Government Entity ("Third Party Claim"), which is to be the basis for a claim for indemnification hereunder, the Indemnitee or by shall give written notice to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice reasonably indicating (a “Notice of Claim”to the extent known) which sets forth (i) a brief description of the nature of such claims and the Claim basis thereof and (ii) shall include with such notice the total amount claim and any and all documentation provided by the claimant. With respect to claims for indemnification under Section 9.1, such notice shall be given to the Company prior to the Effective Time and to the Escrow Agent at and after the Effective Time who will promptly notify the Shareholder Representative. The notice shall be given as soon as practicable, but in any event no later than ten days of the actual out-of-pocket Loss or the anticipated potential Loss (including service upon Indemnitee of any costs or expenses which have been or may be reasonably incurred Third Party Claim that is contained in connection therewith)a complaint filed with any Government Entity. Failure to give prompt Notice of Claim or Any failure by an Indemnitee to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or ' obligations under this Article XIhereunder, except to the extent of any Damages caused by such delay. (and only b) Upon notice from the Indemnitee, the Company Shareholders may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement, by representatives of its own choosing reasonably acceptable to the extent that) such failure has adversely affected Indemnitee, and the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages Company Shareholders, if it is a claim for which the Indemnitors are obligated indemnification is agreed or determined to be greater than such damages would have been had applicable and it assumes the defense, shall pay all costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that the Shareholder Representative shall consult regularly with the Indemnitee given Parent prompt regarding the defense of such Third Party Claim and may not settle or compromise any Third Party Claim without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed) and that the Indemnitee shall be entitled to participate in the defense of such Third Party Claim at its own expense. The Shareholder Representative shall give written notice hereunder. Parent will have twenty (20) calendar to the Indemnitee as to the Company Shareholders' intention to assume the defense of any such Third Party Claim within ten business days after its the date of receipt of the Notice Indemnitee's written notice in respect of such Third Party Claim to investigate the matter or circumstance alleged to give rise and shall acknowledge in writing whether it accepts liability to the Indemnitee for any Damages of the Indemnitee as a result of such Third Party Claim; provided, that the Indemnifying Party shall have the right to dispute and Third Party Claim. If the Shareholder Representative does not, within ten business days after the Indemnitee's notice is given, give written notice to the Indemnitee of the Shareholder Representative's assumption of the defense of the Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, Shareholders shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted waived their rights to control the defense thereof. (c) The Company Shareholders shall have no liability with respect to any compromise or settlement of a Third Party Claim effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if the party that has made or filed the Third Party Claim seeks remedies other than monetary damages that could materially adversely affect the business or results of operations of Parent or the Surviving Corporation, then the Indemnitee, Parent and/or the Surviving Corporation shall assume the defense of any such Third Party Claim, and such acceptance will be binding on including its compromise or settlement, by representatives of its own choosing reasonably acceptable to the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative; in which event, as applicableif such Damages are determined to exist, in writing the holders of its rejection, specifying the factual or legal basis therefor, Outstanding Company Shares shall pay all reasonable costs and Parent expenses of such defense and investigation and the HL Representative or holders of Outstanding Company Shareholder Representative, as applicable, Shares shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for all other Damages related to the payment outcome thereof; provided, however, that the Indemnitee shall consult regularly with the Shareholder Representative regarding the defense of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure such Third Party Claim and may not settle or compromise any such Third Party Claim without the Shareholder Representative's prior written consent (which consent shall not be enforced by an ex parte petition unreasonably withheld or delayed) and that the holders of Outstanding Company Shares shall be entitled to participate in the Supreme Court defense of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch Third Party Claim at their own expense.

Claims. Any action on account of (a) If Buyer wishes to make a Loss claim against the Escrow Fund pursuant to its rights under the Purchase Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent ), it shall send a written notice of Claim to Seller (a an “Notice of ClaimEscrow Claim Notice”) which sets forth (i) a brief description of ), specifying the nature of the Claim (indicating (i) whether it is a purchase price adjustment under Section 2.8(f) of the Purchase Agreement, or an indemnification claim under Section 7.2 of the Purchase Agreement and (ii) whether such Claim is in respect of the total Group 1 Business or the Group 2 Business) and the amount of such purchase price adjustment or, if such indemnification claim is pursuant to Section 7.2 of the actual out-of-pocket Loss Purchase Agreement, the estimated maximum dollar amount that Buyer in good faith reasonably believes it (or the anticipated potential Loss (including any costs or expenses which have been another Person, as applicable) is or may be entitled to in respect of such Claim under the Purchase Agreement (as adjusted in accordance with this Section 4.1(a), a “Claim Amount”); provided, however, that Buyer shall promptly (and in any event no later than the fifth Business Day following the date that Buyer reasonably incurred determines that a different Claim Amount is warranted), upon written notice to Seller and the Escrow Agent, adjust the Claim Amount in connection therewith). Failure good faith if at any time it reasonably believes a different Claim Amount is warranted; provided, further, that the failure by Buyer to give prompt adjust an Escrow Claim Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will as required by the immediately preceding proviso shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity rights of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, Seller hereunder except to the extent that such failure has a prejudicial effect on the rights available to Seller hereunder. (b) Concurrently with the delivery of the Escrow Claim Notice, Buyer shall deliver to the Escrow Agent, with a contemporaneous copy to Seller, a certificate in substantially the form of Annex I attached hereto (a “Certificate of Instruction”). (c) If within ten Business Days following delivery of a Certificate of Instruction to the Escrow Agent and only to Seller, (i) Seller does not send a certificate to the Escrow Agent, with a contemporaneous copy to Buyer, in substantially the form of Annex II attached hereto (an “Objection Certificate”) objecting in good faith to the payment of the Claim or any portion thereof or (ii) Buyer and Seller deliver to the Escrow Agent a joint certification in substantially the form of Annex III attached hereto (a “Joint Certification”) that the Claim (or any portion thereof) should be paid out of the Escrow Fund to the extent that) set forth in such failure has adversely affected Joint Certification, then the ability Escrow Agent shall pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt Certificate of the Notice of Claim to investigate the matter or circumstance alleged to give rise Instruction to the Claim, Escrow Agent and to Seller) the HL Representative sum of (A) the Claim Amount set forth in the Certificate of Instruction or Company Shareholder Representativethe amount set forth in the Joint Certification, as applicable, shall reasonably assist plus (B) the Escrow Earnings on such investigation by giving such information and access to Persons Claim Amount or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted amount set forth in the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder RepresentativeJoint Certification, as applicable, collectively up to an amount equal to the then remaining Escrow Fund but in writing no event with respect to a payment (excluding the portions thereof in respect of its rejectionEscrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, specifying in excess of the factual applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or legal basis thereforthe Group 2 Business, as applicable). (d) If Seller does send an Objection Certificate to the Escrow Agent and Parent to Buyer within ten Business Days following Buyer’s delivery of the relevant Certificate of Instruction to the Escrow Agent and to Seller, the HL Representative Escrow Agent shall (i) pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Certificate of Instruction to the Escrow Agent and to Seller) the portion of the Claim Amount as to which Seller has not objected, if any, as evidenced by the Objection Certificate, plus the Escrow Earnings thereon, collectively up to an amount equal to the then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or Company Shareholder Representativethe Group 2 Business, as applicable) and (ii) make a payment in respect of the portion of such Claim Amount objected to by Seller in the Objection Certificate as soon as practicable (and in any event no later than two Business Days) following receipt of (A) a final judgment or order of a court of competent jurisdiction in the United States (the time for appeal having expired and no appeal having been perfected) in favor of Buyer, accompanied by a certificate of Buyer in substantially the form of Annex IV attached hereto (an “Order Certificate”), (B) a final and non-appealable determination of an arbitration or like panel with respect to disputes that Buyer and Seller have mutually agreed to submit thereto, including, without limitation, a determination of the CPA Firm (as defined in the Purchase Agreement) pursuant to Section 2.8(f) of the Purchase Agreement, accompanied by an Order Certificate or (C) a Joint Certification that the Claim Amount (or any portion thereof) should be paid out of the Escrow Fund to the extent set forth in such Joint Certification. If the Escrow Agent makes a payment pursuant to clause (ii) of the preceding sentence, then the Escrow Agent shall pay to Buyer as soon as practicable thereafter (A) the amount set forth in such Order Certificate or Joint Certification, as applicable, shall negotiate in good faith to resolve plus (B) the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder RepresentativeEscrow Earnings on such amount, as applicable, collectively up to an amount equal to the then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of such rejection noticeEscrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, then HL Representative in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or Company Shareholder Representativethe Group 2 Business, as applicable). (e) Prior to the Indemnification Deadline, may submit Buyer may, to the extent such action is taken in good faith, subdivide any Claim into one or more Claims. Following the Indemnification Deadline Buyer may, to JAMS Worldwide the extent such action is taken in good faith, subdivide any Claim into one or more Claims so long as the total dollars claimed thereunder does not exceed the aggregate dollar value of such Claim as of the Indemnification Deadline. The provisions of Section 4.1 hereof shall apply to any such subdivided Claim as if such subdivided claim were an independent Claim, otherwise governed by the applicable terms of any Certificate of Instruction, Objection Notice, Joint Certification or Order Certificate delivered in respect of the original Claim (for binding arbitration under the Comprehensive Arbitration Rules and Proceduresavoidance of doubt, which arbitration no new Certificate of Instruction or Objection Notice will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held required in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment respect of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch subdivided claim).

Claims. Any The Contractor shall where it is obliged to effect insurance under this clause not bring any claim or action on account of a Loss against the Authority (a “Claim”or any Authority Related Party) may be asserted by the HL Representative on behalf in respect of any HL Indemnitee loss or by damage in circumstances where (a) the Company Shareholder Representative on behalf Authority and its employees and agents were acting properly in the course of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim such employment or agency; and (iib) the total amount of the actual out-of-pocket Loss Contractor is able to recover such loss or the anticipated potential Loss damage under such insurance (including any costs or expenses which where it would have been or may be reasonably incurred in connection therewith). Failure able to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or recover such loss had it been complying with its obligations under this Article XIContract) provided that, except to avoid doubt, this sub-clause shall not by itself prevent the Contractor from claiming against the Authority (or any Authority Related Party) to the extent such loss or damage exceeds the maximum level of such insurance required by this Agreement. Reinstatement and Change of Requirement after Insured Event Where a claim is made or proceeds of insurance are received or are receivable under any physical damage policy in respect of a single event (and only to or a series of related events) in respect of a Facility (the extent that"Relevant Incident") such failure has adversely affected in an amount in excess of £100,000 (one hundred thousand pounds) (indexed) then the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have Authority shall, within twenty (20) calendar days after its receipt of Business Days, notify the Notice of Claim Contractor if it wants the Agreement to investigate the matter or circumstance alleged to give rise to the Claim, continue and the HL Representative parties shall co-operate to agree a re-instatement plan, or Company Shareholder Representative, as applicable, the Authority shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, Business Days notify the HL Representative Contractor that the Agreement will terminate or Company Shareholder Representativepartially terminate in relation to the affected Facility (as the Authority may determine) and clauses 30 and 32 shall apply. Uninsurable Risks Nothing in Clause 35 or this Clause 36 shall oblige the Contractor to take out insurance in respect of a risk which is Uninsurable save where the predominant cause of the risk being Uninsurable is an acts(s) or omission(s) of the Contractor or a Contractor Related Party. Risks Become Uninsurable If a risk usually covered by material damage, as applicablethird party liability, business interruption (but excluding loss of profits) or statutory insurances, in writing each case required under this Agreement, becomes Uninsurable then: the Contractor shall notify the Authorised Officer within five (5) Business Days of its rejectionthe risk becoming Uninsurable; and if both parties agree, specifying or it is determined in accordance with the factual Dispute Resolution Procedure, that the risk is Uninsurable and that: the risk being Uninsurable is not caused by the actions, breaches, omissions or legal basis therefordefaults of the Contractor or a Sub-Contractor of the Contractor; and in respect of the risks specified in Clause 36.2 above, the Contractor has demonstrated to the Authority that the Contractor and Parent a prudent board of directors of a company operating the same or substantially similar businesses in the United Kingdom to that operated by the Contractor would in similar circumstances (in the absence of the type of relief envisaged by this clause) be acting reasonably and in the HL Representative best interests of the company if they resolved to cease to operate such businesses as a result of that risk becoming Uninsurable, taking into account inter alia (and without limitation) the likelihood of the uninsurable risk occurring (if it has not already occurred) , the financial consequences for such company if such uninsurable risk did occur (or Company Shareholder Representativehas occurred) and other mitigants against such consequences which may be available to such company, as applicable, shall negotiate in good faith to resolve the Claim. If then the parties are unable shall meet to reach an agreement within ten discuss the means by which the risk should be managed or shared (10) calendar days after receipt including considering the issue of self-insurance by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Securityholder Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Acquirer Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Damages); (ii) stating the amount of such Damages (which, in the case of Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Damages included in the amount so stated and the nature of the claim to which such Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer or the Acquirer Indemnified Person as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Acquirer Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Acquirer Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Securityholder Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Sellers are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyactually prejudiced thereby.

Claims. Any action on account 13.1 Notices of a Loss (a “Claim”) may Claims shall be asserted given by the HL Representative on behalf of any HL Indemnitee or Purchaser to the Seller and by the Company Shareholder Representative Seller to the Purchaser, as the case may be, within the time limits specified in Clauses 9.2 and 12.2 (Time limitation for Claims) and within a reasonable time period but in any event within 20 (twenty) Business Days after becoming aware of the facts and/or circumstances given rise to such a Claim, setting out in reasonable detail the information in relation to the legal and factual basis of the Claim and the evidence on behalf which the Purchaser or the Seller, as the case may be, relies and setting out the Purchaser’s or the Seller’s estimate (as the case may be) of the amount of Losses which are, or are to be, the subject of the Claim. The failure of the Seller or the Purchaser, as the case may be, to give a notice 20 (twenty) Business Days after becoming aware of the facts and/or circumstances given rise to such a Claim, does not exclude or limit the liability of the Seller or the Purchaser, as the case may be, but shall relieve the Seller or the Purchaser, as the case may be, of liability with respect to the relevant Breach to the extent that (and only for such amount that) such failure aggravated the Losses. 13.2 In connection with any Company Indemnitee by giving Parent written notice (matter or circumstance that may give rise to a “Notice of Claim”) which sets forth Claim (i) the Purchaser or the Seller, as the case may be, shall allow the Seller or the Purchaser (as the case may be) to reasonably investigate the matter or circumstances alleged to give rise to a brief description Claim and whether and to what extent any amount is payable in respect of the nature of the such Claim and (ii) the total amount Purchaser shall disclose to the Seller and, as the case may be, the Seller shall disclose to the Purchaser all relevant material and information of which the Purchaser is reasonably aware which relates to the Claim, as the Seller or the Purchaser (as the case may be) may reasonably request, all subject to the Seller or the Purchaser (as the case may be) agreeing in such form as the Purchaser or the Seller, as the case may be, may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the Claim in question. 13.3 The Seller, or the Purchaser, as the case may be, shall not be liable in respect of a Breach unless they have not within 12 (twelve) months from the relevant notice of Claim either reached an amicable settlement on the arrangement of payment of that Claim or the Seller, or the Purchaser, as the case may be, has not started legal proceedings (arbitration) in respect of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred Claim in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate accordance with Clause 16. 13.4 If the matter or circumstance alleged to that may give rise to a Claim is a result of a claim by a third party (a Third Party Claim), the Purchaser shall, and shall procure that the Target Companies shall, when reasonably possible, consult with the Seller before taking action to avoid, dispute, deny, defend, resist, appeal, compromise or contest the Third Party Claim. 13.5 The Purchaser ensures that in the event the Purchaser or any of the Target Companies reaches final understanding on the settlement of a Third Party Claim, in or outside court proceedings, the Purchaser and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate Target Companies pursue in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of equitable approach for such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court settlement of the State Third-Party Claim that takes into account the reasonable interests of New York, County of New York, or any court having jurisdiction over the non-moving partySeller.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) If a brief description claim shall be made, or Tax Contest initiated, by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 5.16(a), then the party in receipt of the nature of claim shall give notice to the Claim and (ii) other parties thereof; provided, however, that the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, indemnification provided hereunder except to the extent (and only to that the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated party to be greater than notified has been materially prejudiced as a result of such damages would have been had the Indemnitee given Parent prompt notice hereunderfailure. Parent will shall have twenty the right to represent the Companies’ interests in connection with any such claim or Tax Contest relating solely to Excluded Taxes and to employ Representatives of its choice at its expense; provided, that: (20A) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, Parent shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, first notified Purchaser in writing of its rejectionintention to do so and of the identity of Representatives, specifying the factual or legal basis thereforif any, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt chosen by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Parent in connection therewith; (B) Parent shall be mutually agreed by Parent liable for any expenses, including fees for outside attorneys and the HL Representative or Company Shareholder Representativeother outside consultants, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final such claim or Tax Contest (other than those incurred by Purchaser and binding as its Affiliates); and (C) with respect to all matters of substance and procedure and may be enforced by an ex parte petition any such claim or Tax Contest, Parent must periodically consult, in good faith, with Purchaser with respect to the Supreme Court conduct of such claim or Tax Contest and shall keep Purchaser reasonably informed regarding the status thereof. Notwithstanding the foregoing provisions of this Section 5.16(c), Parent shall not settle any such claim or Tax Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned, or delayed by Purchaser if Purchaser reasonably determines that such settlement could have a material adverse impact on Purchaser or any of its Affiliates (including, without limitation, the Companies) for any Tax period (or portion thereof) after Closing. Purchaser and Representatives of its own choosing shall at Purchaser’s expense have the right to participate fully in (but not to control) all aspects of the State prosecution or defense of New York, County of New York, such claim or Tax Contest if it reasonably determines that such Tax Contest could have a material adverse impact on Purchaser or any court having jurisdiction over of its Affiliates (including, without limitation, the non-moving partyCompanies) for any Tax Period (or portion thereof) after Closing. (ii) In the case of a claim or Tax Contest involving the Parent or any of its Subsidiaries which relates to both Excluded Taxes and other items, Purchaser and Parent -58- (iii) With respect to a claim or Tax Contest for which Parent is not subject to an indemnification obligation under Section 5.16(a), Purchaser shall have the exclusive right to control, at its own expense, any such claim or Tax Contest involving the Companies (other than any Tax Contest described in Sections 5.16(c)(i) and (ii)).

Claims. Any action on account In the event that any of a Loss (a “Claim”) the Product delivered to Nycomed’s designated carrier by POZEN shall fail to conform with any warranty set forth herein relating to quality and/or the Specifications, Nycomed may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee reject such Product by giving Parent written notice (a “Notice to both POZEN and DSM within the earlier to occur of Claim”) which sets forth (i) a brief description [***] of the nature delivery of the Claim and such Product to Nycomed [***], or (ii) [***] after receipt of such Product at Nycomed’s designated facility; any Product not rejected in accordance with the total foregoing shall be deemed accepted by Nycomed and conforming, provided that appropriate certification documentation is included with shipment. Any notice given hereunder shall specify the manner in which the Product fails to meet such warranty or the Specifications. If it is determined by agreement of the Parties (or in the absence of agreement of the Parties by a mutually acceptable independent laboratory or consultant whose fees shall be paid by the non-prevailing Party) that the nonconformity is due to damage to the Product (i) caused by Nycomed or its agents or (ii) which occurs subsequent to delivery of such Product to[***], POZEN shall have no liability to Nycomed with respect thereto. If the nonconformity in rejected Product is not caused by Nycomed and occurs prior to the delivery to Nycomed or is otherwise caused by negligent acts or omissions or willful misconduct (including, without limitation, failure to verify that materials supplied by a third party supplier conform to the specifications for such materials) by DSM, POZEN, or their respective Affiliates, then POZEN shall credit Nycomed’s account for the price invoiced for such nonconforming Product. If payment therefor has previously been made by Nycomed, POZEN shall, at Nycomed’s sole option, (x) pay Nycomed the amount of such credit, (y) offset the actual out-of-pocket Loss amount thereof against other amounts then due POZEN hereunder or (z) use commercially reasonable efforts to cause DSM to replace such nonconforming Product with conforming Product at no additional cost to Nycomed. Except as set forth in Section 15.2, the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect foregoing remedy constitutes the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend exclusive remedy against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the ClaimPOZEN, and the HL Representative or Company Shareholder Representativeentire liability of POZEN, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyrejected Product.

Claims. Any action on account (a) If Purchaser has determined that any matter has given or could give rise to a right of indemnification under this Article IX, then Purchaser shall promptly, and in any event no later than the last day of the applicable Claims Period, deliver to the Seller Agent a Loss certificate signed by any officer of Purchaser (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) (A) stating that an Indemnified Person has incurred, suffered, paid, reserved or accrued, or reasonably anticipates that it may incur, suffer, pay, reserve or accrue, Indemnifiable Damages and (B) containing a brief description reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, suffered, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Purchaser to be incurred, suffered, paid, reserved, accrued or demanded by a third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and claim to which such Indemnifiable Damages are related. (b) The Officer’s Certificate (i) need only specify such information to the knowledge of Purchaser as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Officer’s Certificate and (including iii) may be updated and amended from time to time by Purchaser by delivering an updated or amended Officer’s Certificate, so long as the delivery of such updated or amended Officer’s Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Officer’s Certificate; provided that all claims for Indemnifiable Damages properly set forth in the original Officer’s Certificate or any costs update or expenses which amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of Claim providing such Officer’s Certificate (or to provide copies of relevant available documents any update or to furnish relevant available data will not constitute a defense amendment thereto after conducting discovery regarding the underlying facts and circumstances set forth therein) (in whole or in partso long as it is provided within the applicable Claims Period) to any Claim and will not shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (unless and only to the extent thatthe indemnifying Seller is materially prejudiced thereby. Following delivery of any Officer’s Certificate, Purchaser shall reasonably promptly provide the Seller Agent with such information, documents and materials with respect thereto as the Seller Agent may reasonably request and which are necessary in order to evaluate the claims made in the Officer’s Certificate. (c) such failure has adversely affected If the ability of Seller Agent accepts, by written notice to Purchaser, or does not contest any claim or claims by Purchaser made in any Officer’s Certificate on or prior to the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar date that is 20 days after its receipt of such Officer’s Certificate, then the Notice of Claim to investigate the matter or circumstance alleged to give rise total value equal to the Claimamount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Officer’s Certificate shall, subject to the limitations in this Article IX, be recoverable by, and Sellers shall pay to, Purchaser pursuant to Section 9.3(e) and Section 9.3(g). (d) If the HL Representative Seller Agent objects in writing to any claim or Company Shareholder Representativeclaims by ▇▇▇▇▇▇▇▇▇ made in any Officer’s Certificate within the 20-day period referenced in Section 9.5(c), as applicablePurchaser and the Seller Agent shall attempt in good faith for 45 days after Purchaser’s receipt of such written objection to resolve such objection. (e) If no such agreement can be reached during the 45-day period for good faith negotiation referenced in Section 9.5(d), shall reasonably assist but in any event upon the expiration of such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 45-day period, Parent will be deemed to have irrevocably accepted either Purchaser (on behalf of itself or any other Indemnified Person) or the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, Seller Agent may submit the Claim to JAMS Worldwide such dispute for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties final adjudication to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses applicable court sitting in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New YorkDelaware in accordance with Section 10.11. (f) Any claim for indemnification in respect of Indemnifiable Damages suffered by any Indemnified Person hereunder may be made and enforced by ▇▇▇▇▇▇▇▇▇ only, County on behalf of New York, or any court having jurisdiction over the non-moving partysuch Indemnified Person.

Claims. Any action on account of a Loss (a “Claim”a) may be asserted by From time to time during the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss Claims Period, Acquirer or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company ShareholdersStockholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder RepresentativeAgent, as applicable, may submit deliver to the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative Stockholders’ Agent or Company Shareholder RepresentativeAcquirer, as applicable. If , one or more certificates signed by any officer of Acquirer or by the parties are unable Stockholders’ Agent (each, a “Claim Certificate”): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably believes that it could reasonably be expected to agree on incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority reasonably may raise such matter in audit of such Indemnified Person or its Affiliates, that could give rise to Indemnifiable Damages); (ii) stating the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New Yorkamount of such Indemnifiable Damages (which, in the English language. The arbitrator’s fees will case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be split equally between the parties maximum amount reasonably believed by Acquirer or the Stockholders’ Agent, as applicable, could reasonably be expected to be incurred, paid, reserved, accrued or demanded by a third party) (the amount of such Indemnifiable Damages, which may be adjusted by Acquirer or the Stockholders’ Agent, as applicable, from time to time following investigation into the matters therein by written notice to the arbitration Stockholders’ Agent or Acquirer, as applicable, the “Claimed Amount”); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer or the Stockholders’ Agent, as applicable,) the individual items of such Indemnifiable Damages included in the amount so stated and each party the nature of the claim to which such Indemnifiable Damages are related. (b) No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder (except to the arbitration will be responsible for extent that such failure materially prejudices the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses Indemnifying Person in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court terms of the State amount of New York, County of New York, or any court having jurisdiction over Indemnifiable Damages such Indemnifying Person is liable to indemnify the non-moving partyIndemnified Person for).

Claims. Any action (a) Subject to Section 8.6, on account or before the last day of the Escrow Period, Purchaser may deliver to the Escrow Agent, and following the Escrow Period and on or before the last day of the Fundamental Claims Period, may deliver to Seller a Loss certificate signed by any officer of Purchaser (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth "Claims Certificate"): (i) stating that an Indemnified Person has incurred, paid reserved or reasonably anticipates that it may incur, pay or reserve, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid or reserved, may be the maximum amount reasonably anticipated by Purchaser to be incurred, paid or reserved by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Indemnifiable Damages are related. No delay in providing such Claims Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XIPurchaser's rights hereunder, except to the extent that Seller is materially prejudiced thereby. (and only b) At the time of delivery of any Claim Certificate to the extent that) Escrow Agent, a duplicate copy of such failure Claims Certificate shall be delivered to Seller by or behalf of Purchaser. Subject to the following sentence, the Escrow Agent shall make no payment to Purchaser unless the Escrow Agent shall have received written authorization from both Seller and Purchaser to make such payment. If Seller shall have objected to any claim or claims made in the Claims Certificate in a written statement delivered to the Escrow Agent (an "Objection Notice"), or the Escrow Agent has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty not received written authorizations from both Seller and Purchaser within thirty (2030) calendar days after its from receipt of the Notice of Claim Claims Certificate, Seller and Purchaser shall attempt in good faith for thirty (30) days to investigate the matter or circumstance alleged to give rise resolve such objection. If Seller and Purchaser shall so agree, a memorandum setting forth such agreement shall be prepared and signed by Seller and Purchaser and delivered to the Claim, Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the HL Representative or Company Shareholder RepresentativeEscrow Agent shall distribute consideration from the Escrow Fund in accordance with the terms of such memorandum. (c) If no such agreement can be reached during the 30-day period for good faith negotiation referenced in Section 8.5(b), as applicable, shall reasonably assist but in any event upon the expiration of such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 30-day period, Parent will be deemed to have irrevocably accepted either Purchaser or Seller may bring suit in the Claimstate or federal courts located in the Borough of Manhattan, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing City of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in York to resolve the English languagematter. The arbitrator’s fees will decision of the trial court as to the validity and amount of any claim in such Claims Certificate shall be split equally between non-appealable, binding and conclusive upon the parties hereto and the Escrow Agent shall be entitled to act in accordance with such decision and the arbitration and each party to Escrow Agent shall distribute cash from the arbitration will be responsible for Escrow Fund in accordance therewith. Judgment upon any award rendered by the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and trial court may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or entered in any court having jurisdiction over the non-moving partyjurisdiction.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description Buyer, Buyer Cdn, Buyer's Parent and the Companies shall promptly deliver to Sellers' Representative copies of the nature of the Claim all final reports, studies, investigations, surveys, test data, assessments and cost estimates supporting such actual or potential Section 3.15 Claim; (ii) upon reasonable advance notice of at least 10 Business Days, Buyer, Buyer Cdn, Buyer's Parent and the total amount Companies shall permit Sellers' Representative (including its advisers and consultants) to enter any property for which a potential or actual Section 3.15 Claim has been asserted, for the purpose of conducting such inspections as Sellers' Representative may reasonably desire with respect to such potential or actual Section 3.15 Claim (such inspections shall be conducted in a manner that minimizes interference with the ongoing operations at the subject property); (iii) unless required to do so by Applicable Laws in connection with enforcing its rights hereunder, Buyer, Buyer Cdn, Buyer's Parent and the Companies shall not give notice to any Governmental Entity of any event or of the existence of any condition or alleged state of facts that may give rise to an actual out-of-pocket Loss Section 3.15 claim without prior notice to Sellers' Representative; (iv) if Buyer, Buyer Cdn, Buyer's Parent or the anticipated potential Loss (including Companies, or any costs or expenses which have been or may be reasonably incurred of their respective representatives intends to engage in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) any material communications with any Governmental Entity relating to any Claim and will not affect such actual or potential claim, Buyer, Buyer Cdn, Buyer's Parent or the Company Shareholders’ or Parent’sCompanies shall provide, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent permitted by Applicable Law, reasonable prior notice to Sellers' Representative; and (and only vi) in responding to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the any Section 3.15 Claim, and the HL Representative or Company Shareholder RepresentativeBuyer, as applicableBuyer Cdn, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Buyer's Parent and the HL Representative or Company Shareholder RepresentativeCompanies will use commercially reasonable efforts to make available their employees and equipment at the affected property without cost to assist in the remediation work, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of and all such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who work shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable done in a manner to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible comply with applicable standards but not for the payment purpose of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to bettering or improving the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyproperty at which such remediation work is being done.

Claims. Any action If an Indemnified Person has or claims to have incurred or suffered or may reasonably incur or suffer Losses for which it is or may reasonably be entitled to indemnification, compensation or reimbursement pursuant to this ‎‎‎Article 8, then Acquirer shall deliver to the Securityholders’ Agent (and if claimed against the Indemnity Escrow Amount, with a copy to the Escrow Agent), one or more certificates signed by the Indemnified Person or any officer of the applicable Indemnified Person on account or before the last day of a Loss the applicable Claims Period (a “Claim” and a “Claim Certificate”, as applicable): (a) stating (to the extent known or reasonably anticipated) that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Losses; and (b) stating (to the extent known or reasonably anticipated) the amount of such Losses (which, in the case of Losses not yet incurred or paid, shall be the good faith estimate of the amount thereof), followed by an additional Claim Certificate when such Losses are incurred and paid (the “Claimed Amount”). Such Claim Certificate (i) need only specify such information to the knowledge of such officer of Acquirer or the Indemnified Person as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances set forth in such Claim Certificate and (iii) may be asserted updated and amended from time to time by Acquirer or the HL Representative on behalf of Indemnified Person by delivering any HL Indemnitee updated or by amended Claim Certificate, so long as the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description delivery of the nature of original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claim and (ii) the total amount of the actual out-of-pocket Loss Certificate; provided that all claims for Losses properly set forth in a Claim Certificate or the anticipated potential Loss (including any costs update or expenses which amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the Claims Period shall affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent an Indemnified Person’s rights hereunder unless (and then only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Parties are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) From time to time during the Claims Period, an Indemnified Person may deliver to an Indemnifying Person one or more certificates signed by any officer of a Loss such party (each, a “ClaimClaim Certificate”): (i) stating that a breach (or other matter) giving rise to a right of indemnification from the Indemnifying Person to such an Indemnified Person pursuant to this Article IX has occurred; and (ii) stating the amount of Damages (if known or reasonably estimable at such time by such Indemnified Person) that would reasonably be expected to be incurred by such Indemnified Person as a result of such breach (or other matter). (b) Such Claim Certificate (i) need only specify such information to the Knowledge of such Indemnified Person as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Claim Certificate and (iii) may be asserted updated and amended from time to time by such Indemnified Person by delivering any updated or amended Claim Certificate, so long as the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description delivery of the nature of original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided, that, all claims for Damages properly set forth in a Claim and (ii) the total amount of the actual out-of-pocket Loss Certificate or the anticipated potential Loss (including any costs update or expenses which amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Parties are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) Except as otherwise set forth in this Section 8.5, the period during which claims may be made in respect of a Loss any Indemnifiable Matter begins at Closing and ends as of the expiration of the applicable Survival Period (the “Claims Period”). (b) During the Claims Period, Parent may deliver to the Agent one or more certificates signed by any officer of Parent (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in an audit of Parent or its Subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Parent in good faith to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (c) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Parent as of the date thereof, (ii) the total amount will not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto will remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data Certificate within the applicable Claims Period will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Equityholders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account of (a) If Buyer wishes to make a Loss claim against the Escrow Fund pursuant to its rights under the Purchase Agreement (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent ), it shall send a written notice of Claim to Seller (a an “Notice of ClaimEscrow Claim Notice”) which sets forth (i) a brief description of ), specifying the nature of the Claim (indicating (i) whether it is a purchase price adjustment under Section 2.6(f) of the Purchase Agreement or an indemnification claim under Section 7.2 of the Purchase Agreement and (ii) whether such Claim is in respect of the total Group 1 Business or the Group 2 Business) and the amount of such purchase price adjustment or, if such indemnification claim is pursuant to Section 7.2 of the actual out-of-pocket Loss Purchase Agreement, the estimated maximum dollar amount that Buyer in good faith reasonably believes it (or the anticipated potential Loss (including any costs or expenses which have been another Person, as applicable) is or may be entitled to in respect of such Claim under the Purchase Agreement (as adjusted in accordance with this Section 4.1(a), a “Claim Amount”); provided, however, that Buyer shall promptly (and in any event no later than the fifth Business Day following the date that Buyer reasonably incurred determines that a different Claim Amount is warranted), upon written notice to Seller and the Escrow Agent, adjust the Claim Amount in connection therewith). Failure good faith if at any time it reasonably believes a different Claim Amount is warranted; provided, further, that the failure by Buyer to give prompt adjust an Escrow Claim Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will as required by the immediately preceding proviso shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity rights of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, Seller hereunder except to the extent that such failure has a prejudicial effect on the rights available to Seller hereunder. (b) Concurrently with the delivery of the Escrow Claim Notice, Buyer shall deliver to the Escrow Agent, with a contemporaneous copy to Seller, a certificate in substantially the form of Annex I attached hereto (a “Certificate of Instruction”). (c) If within ten Business Days following delivery of a Certificate of Instruction to the Escrow Agent and only to Seller, (i) Seller does not send a certificate to the Escrow Agent, with a contemporaneous copy to Buyer, in substantially the form of Annex II attached hereto (an “Objection Certificate”) objecting in good faith to the payment of the Claim or any portion thereof or (ii) Buyer and Seller deliver to the Escrow Agent a joint certification in substantially the form of Annex III attached hereto (a “Joint Certification”) that the Claim (or any portion thereof) should be paid out of the Escrow Fund to the extent that) set forth in such failure has adversely affected Joint Certification, then the ability Escrow Agent shall pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt Certificate of the Notice of Claim to investigate the matter or circumstance alleged to give rise Instruction to the Claim, Escrow Agent and to Seller) the HL Representative sum of (A) the Claim Amount set forth in the Certificate of Instruction or Company Shareholder Representativethe amount set forth in the Joint Certification, as applicable, shall reasonably assist plus (B) the Escrow Earnings on such investigation by giving such information and access to Persons Claim Amount or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted amount set forth in the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder RepresentativeJoint Certification, as applicable, in writing each case in the form of its rejectionan Escrow Payment, specifying collectively up to an amount equal to the factual then remaining Escrow Fund but in no event with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or legal basis thereforthe Group 2 Business, as applicable). (d) If Seller does send an Objection Certificate to the Escrow Agent and Parent to Buyer within ten Business Days following Buyer’s delivery of the relevant Certificate of Instruction to the Escrow Agent and to Seller, the HL Representative Escrow Agent shall (i) pay to Buyer as soon as practicable thereafter (and in any event no later than the twelfth Business Day following delivery of the Certificate of Instruction to the Escrow Agent and to Seller) the portion of the Claim Amount as to which Seller has not objected, if any, as evidenced by the Objection Certificate, plus the Escrow Earnings thereon, in the form of an Escrow Payment, collectively up to an amount equal to the then remaining Escrow Fund but in no event, with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or Company Shareholder Representativethe Group 2 Business, as applicable) and (ii) make a payment in respect of the portion of such Claim Amount objected to by Seller in the Objection Certificate as soon as practicable (and in any event no later than two Business Days) following receipt of (A) a final judgment or order of a court of competent jurisdiction in the United States (the time for appeal having expired and no appeal having been perfected) in favor of Buyer, accompanied by a certificate of Buyer in substantially the form of Annex IV attached hereto (an “Order Certificate”), (B) a final and non-appealable determination of an arbitration or like panel with respect to disputes that Buyer and Seller have mutually agreed to submit thereto, including, without limitation, a determination of the CPA Firm (as defined in the Purchase Agreement) pursuant to Section 2.6(f) of the Purchase Agreement, accompanied by an Order Certificate or (C) a Joint Certification that the Claim Amount (or any portion thereof) should be paid out of the Escrow Fund to the extent set forth in such Joint Certification. If the Escrow Agent makes a payment pursuant to clause (ii) of the preceding sentence, then the Escrow Agent shall pay to Buyer as soon as practicable thereafter (A) the amount set forth in such Order Certificate or Joint Certification, as applicable, shall negotiate in good faith to resolve plus (B) the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder RepresentativeEscrow Earnings on such amount, as applicable, in each case in the form of such rejection noticean Escrow Payment, collectively up to an amount equal to the then HL Representative remaining Escrow Fund (but in no event, with respect to a payment (excluding the portions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of the Purchase Agreement, in excess of the applicable Cap Amount (when taken together with all previous payments (excluding the portions thereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement in respect of the Group 1 Business or Company Shareholder Representativethe Group 2 Business, as applicable). (e) Prior to the Indemnification Deadline, may submit Buyer may, to the extent such action is taken in good faith, subdivide any Claim into one or more Claims. Following the Indemnification Deadline, Buyer may, to JAMS Worldwide the extent such action is taken in good faith, subdivide any Claim into one or more Claims so long as the total dollars claimed thereunder does not exceed the aggregate dollar value of such Claim as of the Indemnification Deadline. The provisions of Section 4.1 hereof shall apply to any such subdivided Claim as if such subdivided claim were an independent Claim, otherwise governed by the applicable terms of any Certificate of Instruction, Objection Notice, Joint Certification or Order Certificate delivered in respect of the original Claim (for binding arbitration under the Comprehensive Arbitration Rules and Proceduresavoidance of doubt, which arbitration no new Certificate of Instruction or Objection Notice will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held required in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment respect of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch subdivided claim).

Claims. Any action on account (a) If at any time any third-party claim, whether written or oral, is presented against Rightsy or any of Rightsy’s assignees or licensees solely in connection with the Recordings and/or Associated Materials, then Rightsy will notify the Artist as soon as reasonably and practicably possible. (b) If Rightsy receives, or anticipates receiving, a Loss (a “Claim”) written claim, Rightsy shall have the right, without prejudice to any other rights or remedies Rightsy may be asserted by the HL Representative on behalf have, to cease exploitation of any HL Indemnitee relevant Recordings or Associated Materials and withhold a reasonable proportion of Artist ▇▇▇▇▇▇▇, reasonably calculated on the basis of Rightsy’s bona fide opinion as to the level of costs recoverable under such claim, to protect Rightsy, its assignees and its licensees against the predicted damage (the “Withheld Monies”), provided that any Withheld Monies will be released if proceedings are not commenced within eighteen (18) months from the date that notice of such claim is first received by Rightsy or its assignees or licensees. (c) The Artist agrees that Rightsy may use the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth Withheld Monies to (i) a brief description of the nature of the Claim and pay any monies as required under any legal proceedings, (ii) the total amount of the actual outpay any outside-of-pocket Loss court settlement (with the Artist’s prior written approval (not to be unreasonably withheld or the anticipated potential Loss delayed)), and (iii) pay for Rightsy’s reasonable costs incurred as a result of such claim (including any costs or expenses which have been or may be reasonably incurred in connection therewithand all legal fees). Failure If there is any remainder of the Withheld Monies after deducting such costs, then Rightsy will credit the remainder to give prompt Notice of Claim the Artist’s royalty account. (d) The Artist hereby irrevocably authorises Rightsy to take all steps at its discretion to protect, defend or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect maintain the Company Shareholders’ or Parent’s, as applicable title and/or copyright in the capacity of indemnitors (Recordings, the “Indemnitors”)Associated Materials, duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably requestany other rights therein. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will Rightsy takes proceedings against a third party any amounts recovered as a result thereof shall first be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, applied in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitratorreimbursing Rightsy’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, reasonable costs and expenses in connection with therewith and any arbitration. The arbitrator’s decision will be final and binding as to all matters balance of substance and procedure and may be enforced by an ex parte petition such recovery shall, to the Supreme Court extent identifiably attributable to the Recordings or the Associated Materials, be divided between Rightsy and the Artist in the same proportion as the Artist ▇▇▇▇▇▇▇, with the Artist’s share being credited to the Artist’s royalty account promptly following the receipt of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysame by Rightsy.

Claims. (a) Any action on account claim under Section 9.1 shall be made by written notice from HPL or the Indemnitee (as applicable) to Shareholder Representative specifying in reasonable detail the basis and amount of a Loss (a “Claim”) may be asserted by the HL Representative on behalf claim. When an Indemnitee seeking indemnification under Section 9.1 receives notice of any HL claim by a third party, including without limitation any governmental body ("Third Party Claim") which is to be the basis for a claim for indemnification hereunder, the Indemnitee or by shall give written notice to the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice reasonably indicating (a “Notice of Claim”to the extent known) which sets forth (i) a brief description of the nature of such claims and the Claim basis thereof and (ii) shall include with such notice the total amount claim and any and all documentation provided by the claimant. The notice to the Shareholder Representative shall be given as soon as practicable, in any event no later than ten business days of the actual out-of-pocket Loss service upon Indemnitee of any Third Party Claim that is contained in a complaint filed with any governmental agency or the anticipated potential Loss (including court of any costs or expenses which have been or may be reasonably incurred in connection therewith)jurisdiction. Failure to give prompt Notice of Claim or Any failure by an Indemnitee to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Escrow Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or ' obligations under this Article XIhereunder, except to the extent of any Damages caused by such delay. (b) Upon notice from the Indemnitee, the Escrow Shareholders may, but shall not be required to, assume the defense of any such Third Party Claim, including its compromise or settlement, by representatives of their own choosing reasonably acceptable to Indemnitee, and only the Escrow Shareholders shall pay all costs and expenses thereof and shall be fully responsible for the outcome thereof; provided, however, that the Shareholder Representative shall consult regularly with the Indemnitee regarding the defense of such Third Party Claim and may not settle or compromise any Third Party Claim without the Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed) and that the Indemnitee shall be entitled to participate in the defense of such Third Party Claim at its own expense. The Shareholder Representative shall give written notice to the extent that) Indemnitee as to the Escrow Shareholders' intention to assume the defense of any such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar Third Party Claim within ten business days after its the date of receipt of the Notice Indemnitee's written notice in respect of such Third Party Claim to investigate the matter or circumstance alleged to give rise and shall acknowledge in writing whether it accepts liability to the Indemnitee for any Damages which the Indemnitee might incur or suffer as a result of such Third Party Claim. If the Shareholder Representative does not, within ten business days after the Indemnitee's notice is given, give written notice to the Indemnitee of the Shareholder Representative's assumption of the defense of the Third Party Claim, and the HL Representative or Company Shareholder Representative, as applicable, Escrow Shareholders shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted waived their rights to control the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claimdefense thereof. If the parties are unable Indemnitee assumes the defense of any Third Party Claim because of the failure of the Escrow Shareholders to reach an agreement within ten do so in accordance with this Section 9.2, the Escrow Shareholders shall be fully responsible for all Damages related to the outcome thereof. (10c) calendar days after receipt The holders of FabCentric Stock shall have no liability with respect to any compromise or settlement thereof effected without their prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, if the party that has made or filed the Third Party Claim seeks remedies other than monetary damages that could materially adversely affect the business or results of operations of HPL or the Surviving Corporation, then the Indemnitee, HPL and/or the Surviving Corporation shall assume the defense of any such Third Party Claim, including its compromise or settlement, by representatives of its own choosing reasonably acceptable to the HL Representative or Company Shareholder Representative; in which event, as applicableif such Damages are determined to exist, the Escrow Shareholders shall pay all reasonable costs and expenses of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules defense and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent investigation and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator Escrow Shareholders shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for all other Damages related to the payment outcome thereof; provided, however, that the Indemnitee shall consult regularly with the Shareholder Representative regarding the defense of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure such Third Party Claim and may not settle or compromise any such Third Party Claim without the Shareholder Representative's prior written consent (which consent shall not be enforced by an ex parte petition unreasonably withheld or delayed) and that the Escrow Shareholders shall be entitled to participate in the Supreme Court defense of the State of New York, County of New York, or any court having jurisdiction over the non-moving partysuch Third Party Claim at their own expense.

Claims. Any action on account (a) As promptly as practicable after becoming aware of a Loss facts that constitute, or are reasonably likely to constitute, Indemnifiable Damages, an Indemnitee shall deliver to the other party from whom indemnification is sought (a the “ClaimIndemnitor”) may be asserted a certificate signed by any officer of Indemnitee (the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of ClaimOfficer’s Certificate”) which sets forth ): (i) stating that an Indemnitee has incurred or paid, or is reasonably likely to incur or pay, Indemnifiable Damages; (ii) a brief description reasonable good faith estimate of the amount of such Indemnifiable Damages; (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnitee) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and claim to which such Indemnifiable Damages are related; and (iiiv) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including attaching any costs or expenses which have been or may be reasonably incurred reasonable supporting documentation received by such Indemnitee in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will . (b) If the Indemnitor does not constitute a defense (in whole or in part) object to any Claim and will not affect the Company Shareholders’ claim or Parent’s, as applicable claims made in the capacity of indemnitors Officer’s Certificate in a written objection (the “IndemnitorsObjection”) delivered to such Indemnitee prior to the expiration of twenty (20) Business Days from the Indemnitor’s receipt of the Officer’s Certificate, the Indemnitor shall be deemed not to object to the information contained within the Officer’s Certificate. (c) If the Indemnitor objects in writing to any claim or claims by the Indemnitee in the Officer’s Certificate, the parties shall attempt to resolve the dispute in good faith for twenty (20) Business Days after the Indemnitee’s receipt of such Objection. (d) If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 8.9. (e) In addition to any right or remedy available to any Buyer Indemnitee hereunder or otherwise, Buyer shall first proceed against the Deferred Payment to satisfy any indemnification claims against any Seller Indemnitor (any amounts which Buyer retains pursuant to this Section 7.5(e), the “Deferred Payment Adjustment”). If the Deferred Payment has been fully exhausted in order to satisfy claims hereunder, duties or obligations under then, subject to Section 7.3(a), for claims relating to the Special Matters only, Buyer shall first proceed against Seller in pursuing its claim for Buyer Damages hereunder, and second against Vulcan only after it is determined in good faith by Buyer following a good faith effort to pursue such claim in accordance with the process set forth in this Article XIVII, that Seller is unable to satisfy its indemnification obligations hereunder. (f) The Deferred Payment less the Deferred Payment Adjustment, if any, shall be promptly released by Buyer to Vulcan on the twelve (12) month anniversary of the Closing Date, except to the extent (and only unresolved claims for Indemnifiable Damages are then pending against such amount pursuant to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprovisions hereof.

Claims. Any action on account (a) On or before the last day of a Loss the Claims Period, Acquiror (a “Claim”) may be asserted by the HL Representative on behalf of itself or any HL Indemnitee or other Indemnified Person) may deliver to the Escrow Agent a certificate signed by the Company Shareholder Representative on behalf any officer of any Company Indemnitee by giving Parent written notice Acquiror (a “Notice of Claim”) which sets forth an "OFFICER'S CERTIFICATE"): (i) a brief description stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may reasonably be expected to raise such matter in audit of Acquiror or its Affiliates, which could give rise to Indemnifiable Damages, which audit is in progress at the time the Officer's Certificate is delivered or for which notification of intent to commence such audit has been received by an Indemnified Person); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Indemnifiable Damages are related. No delay in providing such Officer's Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person's rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Shareholders' Agent or the Effective Time Holders are materially prejudiced thereby. (b) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such failure has adversely affected Officer's Certificate shall be delivered to the ability Shareholders' Agent by or on behalf of the Indemnitors to defend against Acquiror (on behalf of itself or reduce their liability or caused or increased such liability or otherwise caused the damages any other Indemnified Person) and for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar a period of 30 days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise such delivery to the ClaimEscrow Agent of such Officer's Certificate, the Escrow Agent shall make no payment pursuant to this Section 8.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. Following the expiration of such 30 day period the Escrow Agent shall make delivery of cash from the Escrow Fund to Acquiror in accordance with this Section 8.5; provided, however, that no such delivery may be made if and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed extent the Shareholders' Agent shall in good faith object in a written statement to have irrevocably accepted any claim or claims made in the ClaimOfficer's Certificate, and such acceptance will be binding on statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Acquiror prior to the Claim, it shall, within expiration of such twenty (20) calendar 30 day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.

Claims. Any action on account DANCE may reject any quantity of a Loss the Active Ingredient which fails to conform to any applicable PO, warranty, Specifications or Applicable Laws upon written notice to DONGBAO describing such nonconformity given within sixty (a “Claim”60) may be asserted by days after DANCE’s receipt thereof (or, in the HL Representative on behalf case of any HL Indemnitee defects not reasonably susceptible of discovery upon receipt of such goods, within thirty (30) days after discovery thereof by DANCE). Latent defects must be communicated to DONGBAO upon discovery but in no case later than three (3) months after delivery. DONGBAO shall have no liability to DANCE with respect to any such nonconformity which the Parties agree (or, absent such agreement, which a mutually acceptable independent laboratory or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”consultant determines) which sets forth (i) was caused by information supplied by DANCE or due to a brief description of the nature of the Claim and fault in materials supplied by DANCE, (ii) was otherwise caused by DANCE or its agents, or (iii) was caused after delivery thereof to the total carrier at the point of origin. In all other cases, DONGBAO shall promptly credit DANCE’s account for DONGBAO’s invoice price to DANCE of such nonconforming Active Ingredient. Additionally, DONGBAO shall promptly, at DANCE’s sole election, either (a) refund the invoice price thereof actually paid to DONGBAO by DANCE (b) offset the amount of the actual out-of-pocket Loss thereof against other amounts then due DONGBAO hereunder or the anticipated potential Loss (c) replace such nonconforming Active Ingredient with conforming Active Ingredient at no additional cost to DANCE (including any costs or expenses which have been or may be reasonably incurred in connection therewith)replacement shipping costs) within sixty (60) days. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimTHE FOREGOING REMEDY CONSTITUTES THE EXCLUSIVE REMEDY AGAINST DONGBAO AND THE ENTIRE LIABILITY OF DONGBAO IN CONNECTION WITH THE REJECTED SHIPMENT. If the parties are unable do not agree on whether the product meets specifications, they shall agree on an independent expert to reach an agreement within ten (10) calendar days after receipt determine if the product is in compliance with the specification. The fees and expenses of any independent laboratory or consultant engaged by the HL Representative or Company Shareholder Representative, as applicable, Parties for purposes of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who this section shall be mutually agreed paid by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable Party which is determined to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible bear responsibility for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses nonconformity in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.question

Claims. Any action on account (a) On or before the last day of the applicable Claims Period, Acquirer may deliver to the Stockholders’ Agent a Loss certificate signed by any officer of Acquirer (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, suffered, paid, reserved or accrued, or reasonably anticipates that it may incur, suffer, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, suffered, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquirer to be incurred, suffered, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by ▇▇▇▇▇▇▇▇) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim claim to which such Indemnifiable Damages are related. (b) The Officer’s Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) shall not limit any of the rights or remedies of any Indemnified Person with respect to the underlying facts and circumstances specifically set forth in such Officer’s Certificate and (iii) may be updated and amended from time to time by Acquirer by delivering an updated or amended Officer’s Certificate, so long as the delivery of the original Officer’s Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Officer’s Certificate; provided that all claims for Indemnifiable Damages properly set forth in the original Officer’s Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or satisfied, notwithstanding the expiration of such Claims Period. No delay in providing such Officer’s Certificate (or any update or amendment thereto after conducting discovery regarding the underlying facts and circumstances set forth therein) within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder. (c) If (i) the Stockholders’ Agent accepts, by written notice to Acquirer, or does not contest any claim or claims by ▇▇▇▇▇▇▇▇ made in any Officer’s Certificate on or prior to the date that is 20 days after receipt of such Officer’s Certificate, or (ii) the total claim or claims by Acquirer made by Acquirer in the Officer’s Certificate relate to Discretionary VDA Amounts, then (x) the entire amount of such claim or claims set forth on such Officer’s Certificate will become payable by the actual out-of-pocket Loss Indemnifying Parties to the Indemnified Persons and (y) the total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Officer’s Certificate shall be recoverable by Acquirer pursuant to Section 8.3(d). (d) If the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred Stockholders’ Agent objects in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) writing to any Claim and will not affect claim or claims by ▇▇▇▇▇▇▇▇ made in any Officer’s Certificate within the Company Shareholders’ or Parent’s, as applicable 20-day period referenced in the capacity of indemnitors (the “Indemnitors”Section 8.5(c), duties or obligations under this Article XI, except to Acquirer and the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages Stockholders’ Agent shall attempt in good faith for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar 45 days after its Acquirer’s receipt of such written objection to resolve such objection. (e) If no such agreement can be reached during the Notice 45-day period for good faith negotiation referenced in Section 8.5(d), but in any event upon the expiration of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 45-day period, Parent will be deemed to have irrevocably accepted either Acquirer (on behalf of itself or any other Indemnified Person) or the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, Stockholders’ Agent may make a demand for arbitration as applicable, set forth in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith Section 9.9 to resolve a contested claim. The decision of the Claim. If arbitrator as to the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, validity and amount of any claim in such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Officer’s Certificate shall be mutually agreed by Parent nonappealable, binding and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between conclusive upon the parties to this Agreement. (f) For the arbitration avoidance of doubt, Acquirer shall be permitted to reduce and each party setoff against the Holdback Fund in its sole direction for any claim or claims relating to Sales Tax up to an aggregate amount equal to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partySales Tax Holdback Amount.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or in good faith believes that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Acquirer or its subsidiaries, that in the good faith belief of the Indemnified Person could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount believed by Acquirer in good faith that could be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates directly to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyprejudiced thereby.

Claims. Any action on account Claimant shall promptly notify the Indemnitor in writing of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of its claim, specifying in detail the nature of the Claim misrepresentation, breach or non-performance upon which such claim for indemnification is based and (ii) the total amount and nature of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may expected to be reasonably incurred in connection therewith). Failure to give prompt Notice such notice shall not relieve the Indemnitor of Claim or its obligations to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations Claimant under this Article XIArticle, except to the extent (and only that the Indemnitor is prejudiced thereby, subject, however, to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, time periods specified in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the ClaimSection 8.01. If the parties are unable Indemnitor shall agree in writing that it would have responsibility to reach indemnify the Claimant for such claim, the Claimant shall give the Indemnitor full authority to defend, adjust, compromise, or settle such claim, and any litigation arising therefrom, in the name of the Claimant or otherwise as the Indemnitor shall elect, provided that the Indemnitor or its counsel shall keep the Claimant and its counsel fully informed of all developments and shall expeditiously defend such claim. The Indemnitor shall not, without the prior written consent of the Claimant, consent to the entry of any judgment or agree to any settlement that (i) does not require as an agreement unconditional term thereof that the opposing party deliver to the Claimant an effective release from all liability in respect of such claim, (ii) requires, or precludes, any future action on the part of the Claimant, or (iii) imposes or creates any obligation or any financial or other liability affecting the Claimant, unless the Indemnitor is bound to pay or discharge such obligation or liability as part of the indemnification provided to the Claimant under this Agreement. If the Indemnitor does not undertake the defense, compromise or settlement of any claim presented in accordance with this Article within ten (10) calendar days Business Days after receipt by receiving the HL Representative Claimant's written notice thereof, then the Claimant will have the right to control the defense, compromise or Company Shareholder Representative, as applicable, settlement of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim claim with counsel of its choice. If any Loss subject to JAMS Worldwide for binding arbitration indemnification hereunder gives rise to a claim under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted title insurance obtained by a single arbitrator who shall be mutually agreed by Parent and Buyers with respect to the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorReal Property, the arbitrator Claimant shall be appointed by JAMS. The arbitration shall be held in New York, New York, in promptly notify the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment Indemnitor of its own costsclaim as required hereby, attorneys’ fees, expert fees and all of but shall exhaust its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as remedies under such title insurance prior to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partypressing its claim for indemnification hereunder.

Claims. Any action (a) On or before the last day of the Escrow Period, Purchaser may deliver to the Escrow Agent, and following the expiration of the Escrow Period, on account or before the last day of the Subsequent Claims Period, Purchaser may deliver to the Sellers’ Agent a certificate signed by any officer of Purchaser (or, in the case of a Loss claim by a Seller Indemnified Person against the Purchaser, the Sellers’ Agent may deliver to the Purchaser a certificate signed by an officer of the Sellers’ Agent) (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) a brief description stating that an Indemnified Person or Seller Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it may incur, pay, reserve or accrue, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may raise such matter in audit of Purchaser or its subsidiaries, which could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Purchaser or the Sellers’ Agent (as applicable) to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Purchaser or the Sellers’ Agent (as applicable)) the individual items of such Indemnifiable Damages included in the amount so stated; and (iv) describing the nature of the Claim claim or occurrence giving rise to such Indemnifiable Damages, and (ii) specifying the total amount Section of this Agreement under which such claim is made and the nature of the actual out-of-pocket Loss misrepresentation, breach, or claim to which such Indemnified Damages is related. No delay in providing such Officer’s Certificate within the anticipated potential Loss (including any costs Escrow Period or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Subsequent Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Purchaser, the Sellers’ Agent or the Sellers (as applicable) are materially prejudiced thereby. (b) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such failure has adversely affected Officer’s Certificate shall be delivered to the ability Sellers’ Agent by or on behalf of the Indemnitors to defend against Purchaser (on behalf of itself or reduce their liability or caused or increased such liability or otherwise caused the damages any other Indemnified Person) and for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar a period of 30 days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise such delivery to the ClaimSellers’ Agent of such Officer’s Certificate, and the HL Representative or Company Shareholder Representative, as applicable, Escrow Agent shall reasonably assist make no payment pursuant to this Section 8.5 unless the Escrow Agent shall have received written authorization from the Sellers’ Agent to make such investigation by giving delivery. After the expiration of such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar 30-day period, Parent will the Escrow Agent shall make delivery of cash from the Escrow Fund to Purchaser in accordance with this Section 8.5; provided, however, that no such delivery may be deemed made if and to have irrevocably accepted the Claimextent the Sellers’ Agent shall object in a written statement to any claim or claims made in the Officer’s Certificate, and such acceptance will be binding on statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Purchaser prior to the Claim, it shall, within expiration of such twenty (20) calendar 30-day period. (c) With respect to Third-Party Claims for which Sellers’ Agent is conducting the defense pursuant to Section 8.8, notify following delivery of a notice of claim to the HL Representative Sellers’ Agent, the Sellers’ Agent shall be given such access as the Sellers’ Agent may reasonably require during the Indemnified Person’s normal business hours (or Company Shareholder Representative, such other times as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable may agree) to reach an agreement within ten (10) calendar days after receipt by those books and records of the HL Representative or Company Shareholder RepresentativeIndemnified Person relating to the claim in the possession of, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration and/or under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorcontrol of, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyIndemnified Person.

Claims. (a) Any action on account of a Loss (a “Claim”) may be asserted claim by the HL Representative on behalf Customer concerning: (i) quantity must be notified in writing to the Seller and/or its supplier prior to the signing of delivery receipts; (ii) quality or price must be made in writing to the Seller within fourteen (14) days after the date of delivery of the Marine Fuel setting out the full details of the claim with supporting documents, otherwise the Customers’ rights to such a claim shall be extinguished and time barred. (b) In default of the relevant notices as required in Clause 10(a)(i) and/or (ii) above, the Customer shall be deemed to have waived all claims in relation to the quality or quantity of the Marine Fuel delivered and shall be barred from commencing any HL Indemnitee or by proceedings for any claim for damages and/or losses and/or costs of whatsoever nature and howsoever caused against the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice Seller. (a “Notice of Claim”c) which sets forth Disputes as to quality shall be determined in the following manner: (i) a brief description retained sample taken at the time of the nature delivery of the Claim Marine Fuel by the Seller or its supplier shall be analysed by a mutually agreed independent laboratory in accordance with ISO 8217 or any other specification as agreed between the Seller and the Customer. (ii) In the total amount event that the Seller makes a proposed appointment of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may an independent laboratory, this shall be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except notified to the extent (and only Customer by fax or email. The Customer shall reply to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar Seller within 15 days after its from receipt of the Notice Seller’s proposed choice of Claim to investigate the matter or circumstance alleged to give rise to independent laboratory. Otherwise, the Claim, and the HL Representative or Company Shareholder Representative, as applicable, Customer shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, Seller’s proposal and such acceptance the independent laboratory proposed by the Seller will be binding on appointed. Both the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent Seller and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith Customer agree to resolve be bound by the Claimresults of the tests performed by the independent laboratory so appointed. If the parties are unable to reach cannot agree on a choice of independent laboratory, then an agreement within ten (10) calendar days after receipt expert appointed by the HL Representative or Company Shareholder Representative, as applicable, Chairman of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim time of the Australian Institute of Petroleum shall be asked to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules nominate one and Procedures, which arbitration that choice will be conducted final. (iii) The test results produced by a single arbitrator who the independent laboratory appointed under Clause 10 (c)(ii) shall be mutually agreed by Parent interpreted in accordance with ISO 4259 Sections 9 and 10 and the HL Representative or Company Shareholder Representative, shall be conclusive as applicable. If to the parties quality of marine fuel delivered and are unable to agree binding on the arbitrator, Seller and the arbitrator shall be appointed by JAMSCustomer. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses of any tests and the analysis shall be borne by the Seller if the results are in connection with favour of the Customer or by the Customer if the results are in favour of the Seller. (iv) In the event of any arbitrationclaim as to quality of the Marine Fuel delivered under the Contract, the Seller shall be entitled and the Customer shall permit, or where the Customer has chartered the Vessel, shall obtain the owners’ authorisation to allow the Seller or its supplier and/or their agents/ representatives to attend on board the vessel, to carry out all necessary inspections and investigations, including but not limited to the inspection of the Master’s logs and/or the Vessel’s engine records and taking copies of these documents which the Seller considers necessary for its investigations and shall have access to the Vessel’s engine spaces and taking whatever samples the Seller considers necessary. The arbitrator’s decision will Customer shall under no circumstances deny the Seller access to such documents and/or refuse copies to be final and binding as produced. Failure to all matters allow boarding, access and/or to produce copies of substance and procedure and may be enforced documents shall constitute a complete defence to any claim brought by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyCustomer.

Claims. Any action on account (a) From time to time during the Claims Period, Parent may deliver to the Shareholders’ Agent one or more certificates certified to by any officer of a Loss Parent (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person (A) has incurred or paid, or (B) in good faith reasonably believes that it may incur or pay, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred or paid, may be the maximum amount believed by Parent in good faith to be incurred or paid), or demanded by a brief description third party; and (iii) specifying in reasonable detail (based upon the information then possessed by Parent) the individual items of such Indemnifiable Damages included in the amount so stated, the nature of the claim to which such Indemnifiable Damages are related and the basis under this Article IX for indemnification; and (iv) attaching, to the extent available, any reasonably relevant documentation as determined by Parent in support of any of the foregoing (provided that Parent shall not be obliged to disclose any documents subject to attorney-client privilege). (b) Such Claim and Certificate (i) need only specify such information to the knowledge of Parent as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Parent by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Shareholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Indemnifying Parties are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) On or before the last day of the General Escrow Period or the Separate Escrow Period, as applicable, Acquiror or Sub may deliver to the Escrow Agent a Loss certificate signed by any officer of Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred or paid Indemnifiable Damages, or reasonably anticipates that it may incur or pay Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority has raised or is reasonably anticipated to raise such matter in an audit of Company or its Subsidiaries, which would be reasonably likely to cause Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of General Indemnifiable Damages not yet incurred or paid, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the Claim and (ii) claim to which such Indemnifiable Damages are related. No delay in providing such Officer’s Certificate within the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) the Shareholders’ Agent or the Closing Company Shareholders are materially prejudiced thereby. (b) For purposes of Section 9.5(a)of this Agreement, in order for an Indemnified Person to [***] (or, with respect to Taxes, [***]), such failure has adversely affected Indemnified Person’s conclusions must be [***] (i) [***], (ii) [***], or (iii) [***]. (c) If Acquiror reasonably anticipates that it may incur or pay General Indemnifiable Damages under Section 9.5(a) in accordance with the ability applicable standard set forth herein, but the amount of such damages reasonably anticipated by Acquiror to be incurred are, upon review of the Indemnitors circumstances [***] following the delivery of the Officer’s Certificate, materially less than as provided in the Officer’s Certificate, Acquiror shall promptly amend such Officer’s Certificate to defend against reflect the revised determination and deliver such Officer’s Certificate to the Shareholder’s Agent and the amounts set forth in the first (or reduce their liability previous) Officer’s Certificate relating to such matter shall be so amended. Acquiror agrees to undertake such [***] review and such other steps as are required herein with respect to each Officer’s Certificate delivered by the Acquiror or caused or increased such liability or otherwise caused Sub to the damages for which Escrow Agent. (d) For purposes of Section 9.4 of this Agreement, the Indemnitors are obligated Acquiror’s conclusions as to [***], provided, however, that the amount remaining in escrow shall in no event be larger than [***]. In the event of a [***] under ARTICLE IX of this Agreement concerning [***], [***] that it [***] that it may [***] and that the amount remaining in escrow is [***]. In the event of a [***] under ARTICLE IX of this Agreement concerning [***] that it [***] that it may [***] and that the amount remaining in escrow is [***]. Notwithstanding anything to the contrary herein, [***] may continue to be greater [***] more than [***] after the [***]. (e) The basis for asserting a claim under Section 9.5(a) and determining the amount to remain in escrow under Section 9.4 (including all relevant facts relating to such damages would have been had matters) shall be provided to the Indemnitee given Parent prompt notice hereunderShareholders’ Agent concurrently with any applicable Officer’s Certificate. Parent will have twenty (20) calendar days after its receipt In the event that a portion of the Notice General Escrow Fund remains in escrow at the conclusion of Claim the General Escrow Period for unresolved or unsatisfied claims for General Indemnifiable Damages not yet paid in accordance with the terms hereof, Acquiror shall review such matters relating to investigate the matter or circumstance alleged to give rise such claims for General Indemnifiable Damages every ninety (90) days and deliver to the ClaimShareholders’ Agent, within three (3) Business Days of such review, an Officer’s Certificate certifying that such amounts in escrow continue to be necessary to satisfy such unresolved or unsatisfied claims in accordance with the applicable standard set forth herein or cause the Escrow Agent to release to the Shareholders’ Agent such portion of the remaining General Escrow Fund that is not necessary (or no longer necessary) in the reasonable determination of such Person in accordance with the applicable standard set forth herein to satisfy such unresolved or unsatisfied claim. (f) At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Shareholders’ Agent by or on behalf of Acquiror (on behalf of itself or any other Indemnified Person) and for a period of [***] after such delivery to the Escrow Agent and the HL Representative Shareholders’ Agent in accordance with the terms hereof of such Officer’s Certificate, the Escrow Agent shall make no payment pursuant to this Section 9.5 unless the Escrow Agent shall have received written authorization from the Shareholders’ Agent to make such delivery. After the expiration of such [***] period, the Escrow Agent shall make delivery of cash from the Escrow Fund to Acquiror in accordance with this Section 9.5 and the General Escrow Agreement or Company Shareholder Representativethe Separate Escrow Agreement, as applicable; provided, shall reasonably assist however, that no such investigation by giving such information delivery may be made if and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed extent the Shareholders’ Agent has objected in a written statement to have irrevocably accepted any claim or claims made in the ClaimOfficer’s Certificate, and such acceptance will be binding on written statement shall have been delivered to the Indemnitor. If Parent rejects Escrow Agent and to Acquiror prior to the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, expiration of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party[***] period.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably believes that it will incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably believed by Acquirer to be incurred, paid, reserved, accrued or demanded by a brief description third party); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claims Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account (a) In the event any Indemnified Person wishes to assert a claim for indemnification under this ARTICLE VIII, Acquiror shall deliver to the Company Holders’ Agent a certificate signed by an authorized officer of a Loss Acquiror (a an “ClaimOfficer’s Certificate”) may be asserted by the HL Representative on behalf in accordance with Section 9.1 of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth this Agreement: (i) a brief description stating that an Indemnified Person has incurred, paid, reserved or accrued, or reasonably anticipates that it reasonably expects to incur, pay, reserve or accrue, Indemnifiable Damages; (ii) stating the estimated amount of such Indemnifiable Damages to the extent reasonably estimable (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued, may be the maximum amount reasonably anticipated by Acquiror to be incurred, paid, reserved or accrued); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquiror) the nature of the claim to which such Indemnifiable Damages are related. The date of such delivery of an Officer’s Certificate is referred to herein as the “Claim Date” of such Officer’s Certificate (and the claims for indemnification contained therein). (b) The Company Holders’ Agent may object to a claim for indemnification set forth in an Officer’s Certificate by delivering to Acquiror a written statement of objection to the claim made in the Officer’s Certificate (an “Objection Notice”), provided that, to be effective, such Objection Notice must (i) be delivered to the Indemnified Person prior to 5:00 p.m. (California time) on the thirtieth (30th) day following the Claim Date of the Officer’s Certificate (such deadline, the “Objection Deadline” for such Officer’s Certificate and the claims for indemnification contained therein) and (ii) set forth in reasonable detail the total amount nature of the actual out-of-pocket Loss or objections to the anticipated potential Loss claims in respect of which the objection is made. Following the delivery of any Objection Notice, Acquiror shall give, and shall cause its Affiliates and representatives to give, the Company Holders’ Agent and its representatives such reasonable access (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in partelectronic access) to any Claim and will not affect as the Company ShareholdersHolders’ or Parent’sAgent may reasonably request, as applicable pursuant to the J.A.M.S. Streamlined Arbitration Rules and Procedures then in the capacity of indemnitors effect (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving party.J.A.

Claims. Any action on account In order to ensure prompt inspection by ▇▇▇▇▇ and to eliminate improper methods of storage and other abuse of Products sold, ▇▇▇▇▇ shall notify ATI in writing concerning a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description nonconformity of the nature Products to the Warranty as soon as practicable, and in the case of (I) patent nonconformities, no later than thirty (30) days after delivery of the Claim Products and (ii) the total amount latent nonconformities, no later than ninety (90) days after delivery of the actual out-of-pocket Loss Products. For Products in the form of powders or specialty chemicals, ATI must be notified in writing concerning a nonconformity of the anticipated potential Loss Products no later than five (including any costs 5) days after opening of the Product packaging. Such written notice shall set forth with particularity the nature and extent of the nonconformity. All claims for shortages must be made in writing within twenty (20) days after receipt of the Products by Buyer or expenses which have been its agent and specify with particularity the exact shortage. Consignees must give immediate written notice to the carrier’s agent at destination in the event of damage or may loss in transit. All claims for nonconformity of services to the Warranty must be reasonably incurred in connection therewith)made no later than thirty (30) days after performance of the services. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (In no event shall ATI be responsible for claims resulting in whole or in part) , directly or indirectly, from the use or abuse of alleged nonconforming Products or for the costs of labor and/or materials expended on any such Products by Buyer or a third party. ▇▇▇▇▇’s failure to any Claim furnish a written claim to ATI within the prescribed period of time shall result in a full and will not affect irrevocable waiver of the Company Shareholders’ or Parent’s, as applicable in relevant claim. ATI must be given the capacity of indemnitors (opportunity upon written demand to inspect the “Indemnitors”), duties or obligations under this Article XIProducts claimed to be nonconforming. Nonconforming Products, except for samples, shall be returned to ATI upon receipt of ATI’s authorization to do so. All transportation costs with respect to such returns shall be paid by ATI. Buyer must demonstrate to the extent (and only to the extent that) such failure has adversely affected the ability reasonable satisfaction of ATI that any nonconformity alleged was solely caused by a breach by ATI of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyWarranty.

Claims. Any action on account of a Loss (a “Claim”) may claims for visible/evident defects must be asserted communicated in writing by the HL Representative Client within 30 (thirty) working days from the date the goods have been delivered to the Client or the third party appointed by the Client. Given the fact that the goods must be moved from one place to another, the above term for notifying evident defects runs from the day the goods have been received by the Client or the third party he has appointed and to whom the Textile ▇▇▇▇▇▇▇▇ has sent the goods. If the goods are forwarded directly from the Textile Finisher on behalf and at the expenses of any HL Indemnitee or the Client, to a third party located abroad, the Textile Finisher makes the goods available to the Client for inspection prior to shipping; by approving the shipment without carrying out the proposed inspection, the Client automatically accepts the processed goods and as an exception to the content of paragraph I), once the goods have been delivered to the carrier, claims for evident defects shall be rejected. As far as the concealed defects are concerned, they must be notified in writing within 8 (eight) days from direct detection by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of Client and/or from the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except communication sent to the extent (Client by its final client. For all defects, legal proceedings to enforce the right to claim for all defects and only obtain compensation for damages shall be required as provided for by law. Nevertheless, claims: are limited to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages goods provided by precise identification do not include goods faults originated by pre-existing defects for which the Indemnitors are obligated Client had requested no inspection; do not include goods further processed or treated including cutting and/or making except for concealed defects without prejudice to the Client’s request for a declaration of conformity. If the claim is receivable, the goods shall be greater than such damages would have been had preferentially inspected at the Indemnitee given Parent prompt notice hereunder. Parent will have twenty Textile Finisher’s premises In case the Textile Finisher objects to the defects notified by the Client, the Parties within 10 (20ten) calendar days after its from receipt of the Notice above notification shall arrange the selection of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent a Laboratory and/or an Inspection Centre where joint inspections may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMScarried out. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally arrangement between the parties to Parties shall also include a deadline taking into account the arbitration directions provided under article 13 and each party to the arbitration will be responsible for the payment 14 of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partythis Standard Agreement.

Claims. Any action on account of a Loss (a “Claim”) may be asserted The Purchaser shall undertake to verify that the products are free from defects in design, material and workmanship and shall conform with the technical specifications attached to the Purchase Order. In case any defect is detected by the HL Representative Purchaser, the latter shall issue a written claim in accordance with and pursuant to the terms and conditions set forth below: a) any defect on behalf quantity, weight, total weight of any HL Indemnitee packing, color or flaws in quality or non-conformity detected by the Company Shareholder Representative on behalf Purchaser shall be claimed as soon as the Purchaser comes into possession of the goods and in any Company Indemnitee case not later than 15 (fifteen) calendar days from the date of delivery of the goods after which the Purchaser is not entitled to claim; b) any hidden defects (i.e. defects which are not immediately obvious upon inspection required by giving Parent written notice law and/or by these Terms and Conditions), flaws or non-conformity shall be claimed by the Purchaser within 15 (a “Notice fifteen) calendar days of Claim”the detection of such defect after which the Purchaser is not entitled to claim. Any claim shall be made by registered letter addressed to the Seller and shall contain all the necessary data (products serial number, report of the damage, possible causes, complete description of the items involved, pictures, etc.) which sets forth of the defect or non-conformity of the products. Incomplete or not comprehensible claims shall not be taken into account by the Seller and the Purchaser shall be not entitled to any rights under the guarantee. It is however understood that the Purchaser shall be not entitled to any rights under the guarantee in case the Seller requests (i) a brief description reasonable inspection on the products or part of products which the nature of Purchaser alleged to be defected and such inspection is not allowed by the Claim and Purchaser, or (ii) the total amount return of those products or part of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for products which the Indemnitors are obligated Purchaser alleged to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, defected and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist Purchaser does not comply within 30 days from such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who The Purchaser shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible liable for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, any costs and expenses which the Seller may incur in connection with order to evaluate a claim which deems to be unfounded and, in case a claim deems to be unfounded only partially, the Purchaser shall be liable for any arbitration. The arbitrator’s decision will be final costs and binding as expenses which the Seller may incur up to all matters a maximum of substance and procedure and may be enforced by an ex parte petition to the Supreme Court 30% of the State value of New York, County of New York, or any court having jurisdiction over the non-moving partysuch claim.

Claims. (a) Any action on account Indemnified Person seeking indemnification hereunder, whether or not the Basket shall have been exceeded, shall promptly notify in writing (the “Claim Notice”) the other party or parties (being the Company Holders’ Agent in the case indemnification sought against the Company Holders) from whom such Indemnified Person is seeking indemnification hereunder (the “Indemnifying Person,” which term shall include all Indemnifying Persons if there be more than one) of a Loss any claim, action, suit, proceeding, or demand (collectively, a “Claim”) may be asserted by with respect to which the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Indemnified Person claims indemnification hereunder. Any Claim Notice of Claim”) which sets forth delivered under this Section 8.6 shall: (i) state that an Indemnified Person has determined in good faith that it has a brief description of the nature of the Claim and bona fide claim for indemnification pursuant to this ARTICLE VIII; (ii) state the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except such Indemnifiable Damages to the extent such amount is known or can be reasonably estimated by such claimant; and (iii) specify in reasonable detail (based upon the information then possessed) a summary of the relevant and material facts known to the Indemnified Person giving rise to such claim. No delay in providing such Claim Notice shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the applicable Indemnifying Persons are prejudiced thereby. (b) If the Indemnifying Person shall object to any Claim (including the amount of Indemnifiable Damages relating to such failure has adversely affected Claim) stated in a Claim Notice, the ability of Indemnifying Person shall, prior to thirty (30) days following the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its Indemnifying Person’s receipt of the Notice of applicable Claim to investigate the matter or circumstance alleged to give rise Notice, deliver to the ClaimIndemnified Person a notice (an “Indemnifying Person Notice”) specifying (i) the claims and, and the HL Representative or Company Shareholder Representative, as if applicable, shall reasonably assist amounts to which the Indemnifying Person objects and (ii) in reasonable detail (based upon the information then possessed), the nature and basis for each such investigation by giving such information and access to Persons or records as Parent may reasonably requestobjection. If Parent does Indemnifying Person shall not respond have received an Indemnifying Person Notice objecting to any claim or amount claimed with respect to a Claim prior to thirty (30) days following the Notice Indemnifying Person’s receipt of the applicable Claim within such twenty (20) calendar day periodNotice, Parent will the Indemnifying Person shall be deemed to have irrevocably accepted acknowledged the correctness of the amount claimed in such Claim Notice with respect to such Claim. (c) If the Indemnifying Person provides, and prior to thirty (30) days following the Indemnifying Person’s receipt of the applicable Claim Notice, an Indemnifying Person Notice to the Indemnifying Person objecting to any Claim (including the amount of Indemnifiable Damages relating to such acceptance will be binding on Claim), stated in a Claim Notice, the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent Indemnified Person and the HL Representative or Company Shareholder RepresentativeIndemnifying Person, as applicableacting in good faith, shall negotiate in good faith attempt to resolve reach agreement with respect to the contested portions of such Claim. If the parties Indemnified Person and the Indemnifying Person should so agree, a written memorandum setting forth such agreement shall promptly be prepared and signed by the Indemnified Person and the Indemnifying Person. (d) If the Indemnified Person and the Indemnifying Person are unable to reach an agreement with respect to any contested Claim within ten thirty (1030) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State delivery of New Yorkthe Indemnifying Person Notice, County of New York, either the Indemnified Person or any court having jurisdiction over the non-moving partyIndemnifying Person may commence a Proceeding with respect to such disputed items in accordance with Section 9.8.

Claims. Any action on account (a) From time to time during the Claims Period, Acquirer may deliver to the Stockholders’ Agent one or more certificates signed by any officer of a Loss Acquirer (each, a “ClaimClaim Certificate”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth ): (i) a brief description stating that an Indemnified Person has incurred, paid, reserved or accrued in accordance with GAAP, or reasonably believes in good faith that it expects to incur, pay, reserve or accrue in accordance with GAAP, Indemnifiable Damages (or that with respect to any Tax matters, that any Tax Authority may reasonably raise such matter in audit of Acquirer or its subsidiaries, that could give rise to Indemnifiable Damages); (ii) stating the amount of such Indemnifiable Damages (which, in the case of Indemnifiable Damages not yet incurred, paid, reserved or accrued in accordance with GAAP, may be the maximum amount reasonably believed by Acquirer in good faith to be incurred, paid, reserved or accrued in accordance with GAAP); and (iii) specifying in reasonable detail (based upon the information then possessed by Acquirer) the individual items of such Indemnifiable Damages included in the amount so stated and the nature of the claim to which such Indemnifiable Damages are related. (b) Such Claim and Certificate (i) need only specify such information to the knowledge of such officer of Acquirer as of the date thereof, (ii) the total amount shall not limit any of the actual out-of-pocket Loss rights or remedies of any Indemnified Person with respect to the anticipated potential Loss underlying facts and circumstances specifically set forth in such Claim Certificate and (including iii) may be updated and amended from time to time by Acquirer by delivering any costs updated or expenses which amended Claim Certificate, so long as the delivery of the original Claim Certificate is made within the applicable Claims Period and such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Claim Certificate; provided that all claims for Indemnifiable Damages properly set forth in a Claim Certificate or any update or amendment thereto shall remain outstanding until such claims have been resolved or may be reasonably incurred satisfied, notwithstanding the expiration of such Claims Period. No delay in connection therewith). Failure to give prompt Notice of providing such Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not Certificate within the applicable Claims Period shall affect the Company Shareholders’ or Parent’san Indemnified Person’s rights hereunder, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent unless (and then only to the extent that) such failure has adversely affected the ability of Stockholders’ Agent or the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors Converting Holders are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partymaterially prejudiced thereby.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) If a brief description claim shall be made, or Tax Contest initiated, by any taxing authority which, if successful, might result in an indemnity payment pursuant to Section 5.16(a), then the party in receipt of the nature of claim shall give notice to the Claim and (ii) other parties thereof; provided, however, that the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will such notice shall not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, indemnification provided hereunder except to the extent (and only to that the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated party to be greater than notified has been materially prejudiced as a result of such damages would have been had the Indemnitee given Parent prompt notice hereunderfailure. Parent will shall have twenty the right to represent the Companies’ interests in connection with any such claim or Tax Contest relating solely to Excluded Taxes and to employ Representatives of its choice at its expense; provided, that: (20A) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, Parent shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, first notified Purchaser in writing of its rejectionintention to do so and of the identity of Representatives, specifying the factual or legal basis thereforif any, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt chosen by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who Parent in connection therewith; (B) Parent shall be mutually agreed by Parent liable for any expenses, including fees for outside attorneys and the HL Representative or Company Shareholder Representativeother outside consultants, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses incurred in connection with any arbitration. The arbitrator’s decision will be final such claim or Tax Contest (other than those incurred by Purchaser and binding as its Affiliates); and (C) with respect to all matters of substance and procedure and may be enforced by an ex parte petition any such claim or Tax Contest, Parent must periodically consult, in good faith, with Purchaser with respect to the Supreme Court conduct of such claim or Tax Contest and shall keep Purchaser reasonably informed regarding the status thereof. Notwithstanding the foregoing provisions of this Section 5.16(c), Parent shall not settle any such claim or Tax Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned, or delayed by Purchaser if Purchaser reasonably determines that such settlement could have a material adverse impact on Purchaser or any of its Affiliates (including, without limitation, the Companies) for any Tax period (or portion thereof) after Closing. Purchaser and Representatives of its own choosing shall at Purchaser’s expense have the right to participate fully in (but not to control) all aspects of the State prosecution or defense of New Yorksuch claim or Tax Contest if it reasonably determines that such Tax Contest could have a material adverse impact on Purchaser or any of its Affiliates (including, County without limitation, the Companies) for any Tax Period (or portion thereof) after Closing. (ii) In the case of New Yorka claim or Tax Contest involving the Parent or any of its Subsidiaries which relates to both Excluded Taxes and other items, Purchaser and Parent shall use reasonable efforts to cause such Tax Contest to be split into separate Tax Contests, at least one of which relates solely to Excluded Taxes which shall be governed by Section 5.18(c)(i). Notwithstanding the foregoing, if Purchaser and Parent are unable to split such Tax Contest in accordance with the preceding sentence, Purchaser shall have the right to control any remaining Tax Contest relating to both Excluded Taxes and other items; provided, that: (A) Purchaser shall have first notified Parent in writing of its intention to do so and of the identity of Representatives, if any, chosen by Purchaser in connection therewith; (B) Purchaser shall be liable for any expenses, including fees for outside attorneys and other outside consultants, incurred in connection with any such claim or Tax Contest (other than those incurred by Parent and its Affiliates); (C) with respect to any such claim or Tax Contest, Purchaser must periodically consult, in good faith, with Parent with respect to the conduct of such claim or Tax Contest and shall keep Purchaser reasonably informed regarding the status thereof; and (D) Parent and Representatives of its own choosing, at Parent’s expense, shall have the right to participate fully in (but not control) all aspects of the prosecution or defense of such claim or Tax Contest. Notwithstanding the foregoing, Purchaser shall not settle any such Tax Contest without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed, if such settlement could (i) cause Parent to have an indemnification obligation under Section 5.16(a) or (ii) in Parent’s reasonable determination, cause a material adverse impact on Parent or any court having jurisdiction over of its Affiliates (including, without limitation, the non-moving partyCompanies) for any Tax period (or portion thereof) on or before Closing. (iii) With respect to a claim or Tax Contest for which Parent is not subject to an indemnification obligation under Section 5.16(a), Purchaser shall have the exclusive right to control, at its own expense, any such claim or Tax Contest involving the Companies (other than any Tax Contest described in Sections 5.16(c)(i) and (ii)).

Claims. Any action on account If any person shall make any claim or demand against NLR and its ------ Subsidiaries or the Company which gives rise or may give rise to any Claim, the Company shall promptly notify the Vendors, giving the general nature of a Loss (a “Claim”) such claim or demand along with such further information known to the Company as may be asserted by reasonably required to enable the HL Representative on behalf Vendors, as the case may be, to decide whether or not to assume the defence thereof. The Company shall not be under any liability or obligation to the Vendors for any failure to so notify them or for the sufficiency of the notice unless and then only to the extent that the rights and remedies of the Vendors shall have been prejudiced as a result. The Vendors shall be entitled (but not required) to assume the defence in the name of NLR and its Subsidiaries of any HL Indemnitee or by suit brought against the Company Shareholder Representative on behalf or NLR and its Subsidiaries to enforce such claim or demand and to assert any counterclaim of NLR and its Subsidiaries if, but only if, the Company shall be entitled to make a Claim for the full amount of the claim or demand, and if the defence shall be through legal counsel acceptable to the Company, acting reasonably. The Vendors shall indemnify and save harmless the Company, NLR and its Subsidiaries of and from all costs and expenses incurred or to be incurred in connection with such defence. Such right shall be subject to the rights of any insurer to defend any action. In all cases, the Company Indemnitee by shall have the right to retain at its own expense, additional counsel to act on its behalf. The Vendors shall not settle or (without giving Parent written notice (the Company a “Notice reasonable opportunity to take carriage thereof) abandon any such claim or demand which it has elected to defend unless they have first unconditionally acknowledged to the Company that they will pay to the Company the full amount of Claim”) which sets forth such claim or demand. The Vendors shall keep the Company reasonably informed as to the progress thereof. The Company shall at all times cooperate in all reasonable ways with, make all its relevant files and records and those of NLR and its Subsidiaries available for inspection and copying by, and make its employees and those of NLR and its Subsidiaries reasonably available or otherwise render reasonable assistance to, the Vendors (i) a brief description in the defence of the nature of the Claim any claim or demand for which indemnity is sought hereunder and (ii) in any action brought by the total amount Vendors to assert any related claim, counterclaim or right of subrogation under Subsection 4.2 hereof. No claim or demand may be settled or compromised by the Company without the written consent of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will Vendors, such consent not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except to the extent (and only to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyunreasonably withheld.

Claims. Any If the Indemnitee is threatened with any claim or any claim is presented to, or any action on account or proceeding commenced against, the Indemnitee which may give rise to the right of a Loss (a “Claim”) may be asserted by indemnification hereunder, the HL Representative on behalf of any HL Indemnitee or by the Company Shareholder Representative on behalf of any Company Indemnitee by giving Parent will promptly give written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data will not constitute a defense (in whole or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except thereof to the extent (and only Indemnitor. The Indemnitor, by delivery of written notice to the extent that) such failure has adversely affected the ability of the Indemnitors to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages would have been had the Indemnitee given Parent prompt notice hereunder. Parent will have within twenty (20) calendar days after its of receipt of written notice for indemnity from the Notice Indemnitee, may elect to contest such claim, action or proceeding, in which event such contest shall be conducted in such manner as the Indemnitor deems necessary or advisable; provided, however, that (a) such written notice shall be accompanied by a written acknowledgment of Claim to investigate the matter Indemnitor's liability for the indemnified liabilities, (b) the counsel undertaking the defense of such claim, action or circumstance alleged to give rise proceeding shall be acceptable to the ClaimIndemnitee, and (c) if the HL Representative Indemnitee requests in writing that such claim, action or Company Shareholder Representativeproceeding not be contested, as applicablethen it shall not be contested but shall also not be covered by the indemnities provided herein. The Indemnitor shall not have the right to settle an indemnifiable matter except with the consent of the Indemnitee, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to after delivering a written description of the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claimproposed settlement to, and such acceptance will be binding on receiving consent from, the Indemnitor. If Parent rejects Indemnitee, after delivering a written 14 description of the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis thereforproposed settlement to, and Parent and receiving consent from, the HL Representative or Company Shareholder RepresentativeIndemnitee and, as applicableif the Indemnitor is able to achieve such settlement, shall negotiate in good faith the Indemnitor may satisfy its obligations with respect to resolve the Claimsuch indemnified liabilities by consummating such settlement. If the parties are unable Indemnitor does not elect to reach contest an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitratorindemnifiable matter, the arbitrator Indemnitee shall be appointed by JAMS. The arbitration have the right to prosecute, defend, compromise, settle or pay any claim, but the Indemnitee shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and cooperate with each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, matter or any court having jurisdiction over the non-moving partyclaim for indemnification.

Claims. Any action on account of a Loss (a “Claim”) may be asserted by Each Lender shall promptly notify the HL Representative on behalf Borrower and the Facility Administrative Agent of any HL Indemnitee event of which it has knowledge, occurring after the date hereof, that entitles such Lender to compensation pursuant to this Section 3.03 and agrees to designate a different Applicable Lending Office if such designation will avoid the need for, or by reduce the Company Shareholder Representative amount of, such compensation and will not, in the sole reasonable judgment of such Lender, be otherwise disadvantageous to it. Failure or delay on behalf the part of any Company Indemnitee by giving Parent written notice (a “Notice of Claim”) which sets forth (i) a brief description of the nature of the Claim and (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Failure Lender to give prompt Notice of Claim or demand compensation pursuant to provide copies of relevant available documents or to furnish relevant available data will this Section 3.03 shall not constitute a defense (in whole waiver of such Lender's right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.03 for any increased costs or in part) to any Claim and will not affect the Company Shareholders’ or Parent’s, as applicable in the capacity of indemnitors (the “Indemnitors”), duties or obligations under this Article XI, except reductions incurred more than 120 days prior to the extent date that such Lender notifies the Borrower of the event giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided, further, that if the event giving rise to such increase costs or reductions is retroactive and such Lender notifies the Borrower within 120 days of the occurrence of such event, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. In the event that any Lender shall change its Applicable Lending Office (other than pursuant to Section 2.07(b)) and such change results (at the time of such change) in increased costs to such Lender, the Borrower shall not be liable to such Lender for such increased costs incurred by such Lender to the extent, but only to the extent that) extent, that such failure has adversely affected increased costs shall exceed the ability of the Indemnitors to defend against or reduce their liability or caused or increased costs which such liability or otherwise caused the damages for which the Indemnitors are obligated to be greater than such damages Lender would have been had incurred if the Indemnitee given Parent prompt notice hereunder. Parent will have twenty (20) calendar days after its receipt of the Notice of Claim to investigate the matter or circumstance alleged to give rise to the Claim, and the HL Representative or Company Shareholder Representative, as applicable, shall reasonably assist such investigation by giving such information and access to Persons or records as Parent may reasonably request. If Parent does not respond to the Notice of Claim within such twenty (20) calendar day period, Parent will be deemed to have irrevocably accepted the Claim, and such acceptance will be binding on the Indemnitor. If Parent rejects the Claim, it shall, within such twenty (20) calendar day period, notify the HL Representative or Company Shareholder Representative, as applicable, in writing of its rejection, specifying the factual or legal basis therefor, and Parent and the HL Representative or Company Shareholder Representative, as applicable, shall negotiate in good faith to resolve the Claim. If the parties are unable to reach an agreement within ten (10) calendar days after receipt by the HL Representative or Company Shareholder Representative, as applicable, Applicable Lending Office of such rejection notice, then HL Representative or Company Shareholder Representative, as applicable, may submit the Claim to JAMS Worldwide for binding arbitration under the Comprehensive Arbitration Rules and Procedures, which arbitration will be conducted by a single arbitrator who shall be mutually agreed by Parent and the HL Representative or Company Shareholder Representative, as applicable. If the parties are unable to agree on the arbitrator, the arbitrator shall be appointed by JAMS. The arbitration shall be held in New York, New York, in the English language. The arbitrator’s fees will be split equally between the parties to the arbitration and each party to the arbitration will be responsible for the payment of its own costs, attorneys’ fees, expert fees and all of its other fees, costs and expenses in connection with any arbitration. The arbitrator’s decision will be final and binding as to all matters of substance and procedure and may be enforced by an ex parte petition to the Supreme Court of the State of New York, County of New York, or any court having jurisdiction over the non-moving partyLender had not been so changed.