Common use of Means of Indemnification Clause in Contracts

Means of Indemnification. (a) Procedures for Claims for Indemnification by Parent Indemnified Parties Other than Third-Party Claims. (i) A Parent Indemnified Party may make an indemnification claim pursuant to this Agreement by delivering a certificate (an “Parent Claim Certificate”) to the Shareholder Representative, with a copy to the Escrow Agent, specifying (A) that a Parent Indemnified Party has suffered or incurred, or reasonably anticipates in good faith that it will have to suffer or incur, Losses; (B) in reasonable detail the individual items of Losses included in the amount so stated (and the method of computation of each such item of Loss, if applicable), the date each such item was suffered or incurred, or the basis for such reasonably anticipated Loss(es); and (C) the basis for indemnification under this Article X to which such item of Loss is related (including, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related). (ii) The Shareholder Representative, on behalf of the Transaction Shareholders, shall have fifteen (15) Business Days after the date on which a Parent Claim Certificate is delivered to the Shareholder Representative to object to any item(s) or amount(s) set forth therein by delivering written notice thereof (a “TPB Objection Notice”) to Parent, with a copy to the Escrow Agent. In the event that the Shareholder Representative shall fail to object timely to any item or amount set forth in a Parent Claim Certificate, such failure shall be an irrevocable acknowledgement and be deemed to be an agreement by the Shareholder Representative and the Transaction Shareholders that the Parent Indemnified Party is entitled to the full amount of the claim for Losses set forth in the Parent Claim Certificate, and upon the expiration of such fifteen (15) Business Day period, the Escrow Agent shall promptly release from the Indemnity Escrow Account and deliver to Parent or its designated Parent Indemnified Party an amount in value of the Transaction Shares (calculated as set forth in Section 10.04(c)(ii)) equal to any item(s) and amount(s) that the Shareholder Representative is deemed to have acknowledged and agreed to pursuant to this Section 10.04(a). (iii) In the event that the Shareholder Representative shall have timely objected pursuant to Section 10.04(a)(ii) to any item(s) or amount(s) set forth in any Parent Claim Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties and furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Indemnity Escrow Account in accordance with the terms thereof. (iv) If no such agreement can be reached after good faith negotiation and prior to twenty (20) Business Days after delivery of a TPB Objection Notice, then the Parent Indemnified Party shall be entitled to pursue its available remedies for resolving its claim for indemnification. The Escrow Agent shall be entitled to rely on, and make distributions from, the Indemnity Escrow Account to the Parent Indemnified Parties in accordance with the terms of any award, judgment, decree or Order, as applicable, with respect to any such claim for indemnification, and following receipt of such award, judgment, decree or Order, the Escrow Agent shall promptly deliver to Parent or its designated Parent Indemnified Party an amount in value of the Transaction Shares equal to the amount that Parent is entitled to pursuant to such award, judgment, decree or Order. (v) In the event that the Shareholder Representative has consented to any settlement or other agreement with respect to a claim pursuant to this Section 10.04(a), the Transaction Shareholders shall have no power or authority to object under any provision of this Article X to the amount of any claim by the Parent Indemnified Party against the Indemnity Escrow Account with respect to such settlement.