Common use of Resolution Between the Parties Clause in Contracts

Resolution Between the Parties. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Securityholders’ Agent and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Securityholders’ Agent resolve such dispute, then their resolution of such dispute shall be binding on the Securityholders’ Agent, the Indemnitors and such Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the Securityholders’ Agent. Following the execution of such settlement agreement: (i) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, then the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the SecurityholdersSellers’ Agent Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) resolve such dispute, then their resolution of such dispute shall be binding on the SecurityholdersSellers’ Agent, Representative and the Indemnitors (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) and such Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SecurityholdersSellers’ Agent. Following Representative (or, in the execution case of such settlement agreement: (i) Parent shall be entitled to retain indefinitelyan Individual Claim, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and applicable Indemnitor or (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Stipulated Amountan Institutional Seller Claim, then, subject to the limitations provided for in Section 9.3(cInstitutional Sellers), each Indemnitor shall, within . Within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the such settlement agreement)): (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Indemnity Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Indemnification Percentage Pro Rata Share of the amount of such shortfall to the Indemnitee; (ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Stipulated Amount to the Indemnitee; or (iii) in the case of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Special Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative delivers a Response Notice to the Indemnitee Purchaser during the Dispute Period indicating that there is a Contested Amount, the SecurityholdersSellers’ Agent Representative and Purchaser (or the Indemnitee applicable Purchaser Indemnified Party) shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee Purchaser and the SecurityholdersSellers’ Agent Representative resolve such dispute, then their resolution of such dispute shall be binding on the Securityholders’ Agent, the Indemnitors Sellers and such Indemnitee Purchaser Indemnified Party and a settlement agreement stipulating the amount owed to the Indemnitee such Purchaser Indemnified Party (the “Stipulated Amount”) shall be signed by such Purchaser Indemnified Party and Sellers. Subject to the Indemnitee and the Securityholders’ Agent. Following the execution of such settlement agreement: limitations contained in Section 9.4, (i) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) extent the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback Amount is insufficient for a claim pursuant to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c9.3(a)(i), each Indemnitor shallthe Sellers’ Representative shall (on behalf of Sellers), within 10 ten Business Days following the execution of such settlement agreement (agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to such Purchaser Indemnified Party, and (ii) to the extent the Stipulated Amount is for a claim pursuant to Section 9.3(a)(ii), pay such Indemnitor’s Indemnification Percentage of Purchaser and the amount Sellers’ Representative shall, within ten Business Days following the execution of such shortfall settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to the IndemniteePurchaser Indemnified Party from the Purchase Price Adjustment Escrow Fund.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the SecurityholdersSellers’ Agent Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee and the SecurityholdersSellers’ Agent Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) resolve such dispute, then their resolution of such dispute shall be binding on the Securityholders’ AgentSellers (or, in the case of a §9.2(b) Claim, the Indemnitors applicable Seller) and such Indemnitee Indemnitee, and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SecurityholdersSellers’ AgentRepresentative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller). Following In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement: (i) Parent shall be entitled , instruct the Escrow Agent to retain indefinitely, and have no obligation pay the Stipulated Amount to issue, the Indemnitee from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to Escrow Fund in accordance with this Section 9.6 and the nearest whole share) equal to (1) Escrow Agreement. If the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c9.3(d), each Indemnitor Seller shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such IndemnitorSeller’s Indemnification Percentage Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the Indemnitee.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Seller Claim, the applicable Seller) resolve such dispute, then their resolution of such dispute shall be binding on the SecurityholdersSellers’ AgentRepresentative, the Indemnitors Sellers and such Indemnitee (or, in the case of an Individual Seller Claim, binding on the applicable Seller and such Indemnitee) and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SecurityholdersSellers’ Agent. Following the execution of such settlement agreement: Representative (i) Parent shall be entitled to retain indefinitelyor, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover case of an Individual Seller Claim, the full Stipulated Amount, thenapplicable Seller), subject to the limitations provided for in Section 9.3(c8. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) are unable to resolve such dispute within thirty (30) days of receipt of the Response Notice (or such longer period as agreed in writing by the Indemnitee and the Sellers’ Representative(or, in the case of an Individual Seller Claim, the applicable Seller)), each Indemnitor either the Indemnitee or the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may bring suit in accordance with Section 14.5 to resolve the dispute. Final judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. Notwithstanding the foregoing, if the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) mutually agree in their sole discretion, Indemnitee and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) may submit the dispute to alternative dispute resolution prior to, or in lieu of, pursuing the claim in court. If any amount is agreed or determined to be owed to the Indemnitee in accordance with this Section 8.6(e) (such amount, the “Owed Amount”) then Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to pay the Owed Amount to the Indemnitee from (i) in the case of a claim under Section 8.2(b)(ii) or Section 8.2(b)(iii), the Special Indemnity Escrow Fund, and (ii) in the case of any other claim under Section 8.2, the Indemnity Escrow Fund, in accordance with this Section 8.6 and the Escrow Agreement; provided, however, that if the Remaining Available Indemnity Escrow Amount is insufficient to cover the full Owed Amount, then (i) Purchaser and the Sellers’ Representative (or, in the case of an Individual Seller Claim, the applicable Seller) shall instruct the Escrow Agent to release to the Indemnitee the Remaining Available Indemnity Escrow Amount; (ii) if the Indemnitee’s Damages are with respect to the matters referred to in Section 8.2(a)(i), Section 8.2(b)(i) or Section 8.2(b)(iv) or are otherwise covered by the R&W Insurance Policy, the Indemnitee shall recover the shortfall from and against the R&W Insurance Policy, and (iii) if (A) it has been finally determined that the remainder of such shortfall exceeds the remaining amount of coverage under the R&W Insurance Policy, or (B) the Indemnitee’s Damages are with respect to (x) any matter set forth in Section 8.2(a)(ii), Section 8.2(a)(iii) or Section 8.2(b)(v) and are not otherwise covered under the R&W Insurance Policy, or (y) Company Fraud, then (1) in the case of a Collective Sellers Claim, the Sellers shall, within 10 ten (10) Business Days following the execution delivery of such settlement agreement Response Notice, pay the amount of such shortfall to the Indemnitee based on their respective Pro Rata Percentages of such shortfall amount, and (or such shorter period of time as may be set forth 2) in the settlement agreement)case of an Individual Seller Claim, the applicable Seller shall pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, then the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the SecurityholdersSellers’ Agent Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) resolve such dispute, then their resolution of such dispute shall be binding on the SecurityholdersSellers’ Agent, Representative and the Indemnitors (or, in the case of an Individual Claim, to the applicable Indemnitor) and such Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SecurityholdersSellers’ Agent. Following Representative (or, in the execution case of such settlement agreement: (i) Parent shall be entitled to retain indefinitelyan Individual Claim, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole shareapplicable Indemnitor). Within ten (10) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the such settlement agreement)): (i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Indemnification Percentage Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee; and (ii) in the case of an Individual Claim, at Purchaser’s election in its sole discretion, (A) (1) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Indemnitor’s Pro Rata Share of the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (2) if the amount of such Indemnitor’s Pro Rata Share available in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee or (B) subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Stipulated Amount to the Indemnitee.

Resolution Between the Parties. If the Securityholders’ Agent Indemnifying Party delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Securityholders’ Agent and the Indemnitee parties shall attempt in good faith to resolve the dispute related to the Contested AmountAmount within thirty (30) Business Days of the date on which the Indemnifying Party delivers such Response Notice (the “Dispute Resolution Period”, and together with the Response Period, the “Dispute Period”). If the Indemnitee and the Securityholders’ Agent parties resolve such disputedispute within the Dispute Resolution Period, then their such resolution of such dispute shall be binding on the Securityholders’ Agent, the Indemnitors and such Indemnitee parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the such Indemnitee and the Securityholders’ Agent. Following Indemnifying Party, and delivered to the execution of such settlement agreement: Escrow Agent during the Escrow Period and (if the Indemnifying Party is a Selling Shareholder), (i) Parent Purchaser shall within five (5) Business Days setoff the Stipulated Amount due to such Indemnitee against the due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the Escrow Agent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Pricereduced proportionately; and or (ii) if during the amount available in Escrow Period the Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor parties shall, within 10 five (5) Business Days following the execution of such settlement agreement agreement, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to such Indemnitee from the Escrow Fund, provided that, to the extent that the Stipulated Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable, or satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies)that is/are responsible for satisfying such claim shall, within five (or such shorter period 5) Business Days pay the balance of time as may be the Stipulated Amount to the Indemnitee subject to the limitations set forth in the settlement agreement), pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemniteethis Section 8.

Resolution Between the Parties. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee during prior to or on the expiration date of the Dispute Period indicating that there is a Contested Amount, the Securityholders’ Agent and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Securityholders’ Agent resolve such dispute, then their resolution of such dispute shall be binding on the Securityholders’ Agent, the Indemnitors and such Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the Securityholders’ Agent. Following the execution of such settlement agreementagreement and subject to the limitations contained in this Section 9: (i) Parent the number of Remaining Available Indemnity Holdback Shares shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback reduced by a number of shares of Parent Common Stock (rounded down to the nearest whole share) having an aggregate value equal to (1) the Stipulated Amount, Amount divided by (2) the Parent Stock Price as of the Closing Date and the Participating Securityholders shall permanently forfeit any right to receive any such portion of the Indemnity Holdback Shares cancelled by Parent Trading Pricein accordance with this sentence); and (ii) if the aggregate value of the Remaining Available Indemnity Holdback Shares (as determined by dividing (1) the amount available of Damages set forth in the Indemnity Holdback Claimed Amount and (2) the Parent Stock Price as of the Closing Date) is insufficient to cover the full Stipulated Claimed Amount, then, subject to the limitations provided for in this Section 9.3(c)9, each Indemnitor shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Indemnitor’s Indemnification Percentage of the amount of Parent shall seek recourse for such shortfall to the Indemniteein accordance with Section 9.7.

Resolution Between the Parties. If the SecurityholdersSellers’ Agent Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating expressly stating that there is a Contested Amount, the SecurityholdersSellers’ Agent Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) and the Securityholders’ Agent Indemnitee resolve such dispute, then their such resolution of such dispute shall be binding on the SecurityholdersSellers’ AgentRepresentative (or, (x) in the case of an Individual Seller Indemnification Matter, the Indemnitors applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) and such Indemnitee Indemnitee, and a settlement agreement stipulating the amount owed to the such Indemnitee (the “Stipulated Amount”) shall be signed by such Indemnitee, on the Indemnitee one hand, and the SecurityholdersSellers’ Agent. Following Representative (or, (x) in the execution case of such settlement agreement: an Individual Seller Indemnification Matter, the applicable Seller and (iy) Parent shall be entitled to retain indefinitelyin the case of a Blocker Indemnification Matter, Blocker Seller) on the other hand, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount shall become a “Determined Amount, divided by (2) ” hereunder as of the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the execution of date such settlement agreement (is executed or as of such shorter period of time other date as may be set forth provided for in the settlement agreement), pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.