Common use of Resolution of Claims Clause in Contracts

Resolution of Claims. In the event that any Indemnifying Party objects to the amount of any Damages claimed in any Claim Notice or disputes the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty (30) calendar days following the Indemnifying Party’s receipt of such Claim Notice (the “Response Date”), deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature and basis for each such objection. If the Indemnified Party shall not have received a Response Notice prior to the Response Date, the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdiction.

Resolution of Claims. Claims for Damages received by the Indemnifying Party pursuant to Section 9.3(a) above shall be resolved as follows: (i) In the event that any the Indemnifying Party objects does not give written notice (a "Notice of Disputed Claim") to the amount Indemnified Party of any Damages claimed in any Claim Notice or disputes the Indemnifying Party’s liability therefor's intention to contest a claim for Damages set forth in a Notice of Claim within thirty (30) days of Indemnifying Party's receipt of such Notice of Claim, the Indemnifying Party shallshall promptly pay to the Indemnified Party the amount of the claim set forth in such Notice of Claim. (ii) In the event the Indemnifying Party contests a claim for Damages by giving a Notice of Disputed Claim, prior the parties will attempt to resolve their dispute by mutual agreement, reasonably and in good faith. In the event the disputed claim is solely between parties to this Agreement and such disputed claim is not resolved within thirty (30) calendar days following after the Indemnifying Party’s receipt Party has given such Notice of Disputed Claim, at the written demand of either party such Claim Notice disputed claim shall be finally settled by binding arbitration. In the event the disputed claim is a third party claim and such disputed claim is not resolved within thirty (30) days after the “Response Date”), deliver to later of the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to date on which the Indemnifying Party objects and has given such Notice of Disputed Claim or the nature and basis date on which such third party claim is adjudicated, settled, or otherwise terminated by the parties thereto or by any court, agency, regulatory body, or other entity having jurisdiction over such claim, at the written demand of either party such disputed claim shall be finally settled by binding arbitration. The arbitration provided for each herein shall be held in Atlanta, Georgia, or such objectionother place as the parties shall mutually agree upon, under the rules of the American Arbitration Association by an independent arbitrator selected in accordance with such rules. If such arbitration results in a decision in the Indemnified Party shall not have received a Response Notice prior to the Response DateParty's favor, the Indemnified Party and the Indemnifying Party shall be deemed promptly pay the amount awarded by such decision to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdictionwith interest thereon, commencing on the date the Indemnified Party was damaged, at 8% per annum.

Resolution of Claims. (a) In the event that any Indemnifying Party objects to the amount of any Damages Loss claimed in any Claim Notice or disputes the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty twenty (3020) calendar days following the Indemnifying Party’s receipt of such Claim Notice (the “Response Date”), deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature and basis for each such objection. If the Indemnified Party shall not have received a Response Notice prior to the Response Date, the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts Losses claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts Losses claimed and other matters set forth therein until such Claim Notice, amounts Loss Estimate and matters shall have been finally determined. A Claim Notice, any amounts Losses claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdiction.

Resolution of Claims. In (i) All claims for indemnification under this Agreement, other than Third Party Claims as described in Section 10.4, shall be submitted to the American Arbitration Association ("AAA") for final and binding arbitration in San Diego, California, which arbitration shall, except as specifically stated herein, be conducted in accordance with the AAA Commercial Arbitration Rules (the "AAA Rules") then in effect; provided, however, that the parties agree first to try in good faith to resolve any claim for indemnification that does not exceed Two Hundred Fifty Thousand Dollars ($250,000) by mediation under the AAA Commercial Mediation Rules, before resorting to arbitration; provided, further, that, in the event of an arbitration, the arbitration provisions of this Agreement shall govern over any conflicting rules which may now or hereafter be contained in the AAA Rules. (ii) The final decision of the arbitrator(s) shall be a reasoned opinion based on applicable law and furnished in writing to the parties and will constitute a conclusive determination of the issue in question, binding upon the parties. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any Indemnifying Party objects judicial proceeding instituted to resolve a claim for indemnification. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the subject matter thereof. (iii) The parties shall select the arbitrator by mutual agreement promptly following initiation of arbitration in accordance with the AAA Rules; provided, however, that in the event the parties are unable to reach such agreement within twenty (20) days of initiation, the AAA shall have the authority to select an arbitrator from a list of arbitrators who are partners in a nationally recognized firm of independent certified public accountants from the management advisory services department (or comparable department or group) of such firm or who are partners in a major law firm and who have significant experience in acquisition transactions similar to the transactions contemplated by this Agreement; provided, however, that such accounting firm or law firm cannot be a firm that has within the last three (3) years rendered, or is then rendering, services to any party hereto or, in the case of a law firm, appeared, or is then appearing, as counsel of record in opposition to any party hereto. Any arbitrator selected to serve shall be qualified by training and experience for the matters for which such arbitrator is designated to serve. If the parties are unable to agree upon one arbitrator, each shall appoint an arbitrator and these appointees shall appoint a third arbitrator, in which case the arbitration determination shall be made by a majority decision of the three selected arbitrators. (iv) The prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees and costs, and all costs of arbitration, including those provided for above, will be paid by the losing party, subject in each case to a determination by the arbitrator as to which party is the prevailing party and the amount of any Damages claimed in any Claim Notice or disputes such fees and costs to be allocated to such party. Any amounts payable under this subsection will be reimbursed as if the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty (30) calendar days following the Indemnifying Party’s receipt amount of such Claim Notice (the “Response Date”)awarded fees and costs were not contested, deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature parties will have no further liability for any amounts payable under this Section 10.3(b) for such fees and basis for each such objection. If the Indemnified Party costs. (v) The arbitrator(s) chosen in accordance with these provisions shall not have received a Response Notice prior the power to alter, amend or otherwise affect the Response Date, terms of these arbitration provisions or the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes provisions of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdictionany other documents that are executed in connection therewith.

Resolution of Claims. In the event that any Indemnifying Following timely provided notice of a Claim under this Agreement in accordance with Section 9.1 (other than a Third Party objects to the amount of any Damages claimed in any Claim Notice or disputes the Indemnifying Party’s liability thereforwhich is governed by Section 8.3), the Indemnifying Party shall, prior to will have thirty (30) calendar days following from the Indemnifying Party’s receipt date notice was provided of such Claim Notice (the “Response DateDispute Period”)) to make such investigation of the Claim as the Indemnifying Party deems necessary or advisable. For purposes of such investigation, deliver the Indemnified Person will make available to the Indemnifying Party all the information reasonably related to such Claim relied upon by, or in the possession or control of, the Indemnified Person to substantiate such Claim. If the Indemnifying Party disagrees with the validity or amount of all or a portion of such Claim made by the Indemnified Person, the Indemnifying Party will provide to the Indemnified Party a Person written notice thereof (a the “Response Indemnification Dispute Notice”) specifying in reasonable detail each amount set forth in such Claim Notice prior to which the expiration of the Dispute Period. If the Indemnifying Party objects provides notice that it does not have a dispute with respect to such Claim for indemnification, then such Claim will be deemed approved and consented to by the nature and basis for each Indemnifying Party (such objectionClaim being referred to herein as an “Approved Indemnification Claim”). The Indemnifying Party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds (or, in the case of an Indemnifying Seller, by delivery of its shares of Buyer Common Stock to the extent applicable under Article VIII) within five (5) business days after such Claim is determined to be an Approved Indemnification Claim. If no Indemnification Dispute Notice is timely provided to the Indemnified Party shall not have received a Response Person within the Dispute Period or if an Indemnification Dispute Notice prior is provided to the Response Date, Indemnified Person within the Indemnified Party Dispute Period and the Indemnifying Party shall be deemed to have agreed and the Indemnified Person do not agree to the Claim Notice and to have acknowledged the correctness validity and/or amount of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Datesuch disputed Claim, the Indemnifying Party and the Indemnified Party Person shall negotiate in good faith concerning for a period of at least sixty (60) days to resolve the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determineddispute. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of If the Indemnifying Party and the Indemnified PartyPerson are unable to come to an agreement regarding such disputed Claim during such sixty (60) day period, or (ii) by order of a court having jurisdictionsuch dispute shall be resolved in accordance with Section 9.3.

Resolution of Claims. In (a) The obligations and liabilities of the event that any Sellers or Purchaser, as the case may be (the "Indemnifying Person") with respect to Losses of the indemnified person, as the case may be (the "Indemnified Person") resulting from the assertion of liability by third parties (each, a "Third Party objects Claim") shall be subject to the amount of any Damages claimed in any Claim Notice or disputes the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty following terms and conditions: (30b) calendar days following the Indemnifying Party’s receipt of such Claim Notice (the “Response Date”), deliver to the The Indemnified Party a Persons shall give prompt written notice (each, a “Response Notice”"Notice of Claim") specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Person of any Third Party objects and Claim that might give rise to any Loss by the Indemnified Person, stating the nature and basis for each of said Third Party Claim, and the amount thereof to the extent known. Each Notice of Claim shall be accompanied by copies of all relevant documentation with respect to such objection. Third Party Claim, including, without limitation, any summons, complaint or other pleading which may have been served or written demand or other document or instrument. (c) If the Indemnifying Person shall acknowledge in a writing delivered to the Indemnified Person that the Indemnifying Person shall be obligated under the terms of its indemnity hereunder in connection with such Third Party Claim, then the Indemnifying Person shall have the right to assume the defense of any Third Party Claim at its own expense and by its own counsel (reasonably satisfactory to the Indemnified Persons) without such election's being construed as an admission as to liability with respect to third parties; provided, however, that the Indemnifying Person shall not have received a Response Notice prior the right to assume the Response Datedefense of any Third Party Claim, notwithstanding the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness giving of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Datesuch written acknowledgment, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved if (i) by a written agreement such Third Party Claim seeks an injunction, restraining order, declaratory relief or other nonmonetary relief and, if decided adversely, such Third Party Claim could have material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of the Indemnifying Party and the any Indemnified Partyperson, or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Person and the Indemnifying Person and the former shall have been advised by order counsel that there are one or more legal or equitable defenses available to them which are different from or additional to those available to the Indemnifying Person, and, in the reasonable opinion of the Indemnified Persons, counsel for the Indemnifying Person could not adequately represent the interests of the Indemnified Person because such interests could be in conflict with those of the Indemnifying Person. (d) If, in accordance with the provisions of clause (c) above, the Indemnifying Person shall assume the defense of a court having jurisdictionThird Party Claim, the Indemnifying Person shall not be responsible for any legal or other defense costs subsequently incurred by the Indemnified Person in connection with the defense thereof. If the Indemnifying Person does not exercise its right to assume the defense of such a Third Party Claim by giving the written acknowledgment referred to in clause (a) above, the Indemnified Person shall have the right to control the defense of such Third Party Claim. The party not controlling such defense shall nevertheless be entitled to participate in such defense with its own counsel and at its own expense. The Indemnifying Person and the Indemnified Persons shall make available to each other and their counsel and accountants all books and records relating to the Third Party Claim and shall render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (e) Anything contained herein to the contrary notwithstanding, neither the Indemnifying Person nor the Indemnified Person shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the written consent of the other, which consent shall not be unreasonably withheld. In addition, each of the Indemnifying Person and the Indemnified Person shall cooperate and act in a reasonable and good faith manner to minimize Losses relating to any Third Party Claim.

Resolution of Claims. In (i) All claims for indemnification under this Agreement, other than Third Party Claims as described in Section 10.4, shall be submitted to final and binding arbitration in Spokane, Washington, which arbitration shall, except as specifically stated herein, be conducted in accordance with the CPR Non-Administered Arbitration Rules (the "CPR Rules") then in effect; provided, however, that the parties agree first to try in good faith to resolve any claim for indemnification that does not exceed Two Hundred Fifty Thousand American Dollars (US$250,000) by mediation under the CPR Mediation Procedure for Business Disputes, before resorting to arbitration; provided, further, that, in the event of an arbitration, the arbitration provisions of this Agreement shall govern over any conflicting rules which may now or hereafter be contained in the CPR Rules. (ii) The final decision of the arbitrator(s) shall be a reasoned opinion based on applicable law and furnished in writing to the parties and will constitute a conclusive determination of the issue in question, binding upon the parties. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any Indemnifying Party objects judicial proceeding instituted to resolve a claim for indemnification. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the subject matter thereof. (iii) Any such arbitration shall be conducted before a single arbitrator, who will be compensated for his or her services, as provided below in Section 10.3(b)(v), at a rate to be determined by the parties or pursuant to the CPR Rules, but based upon reasonable hourly or daily consulting rates for the arbitrator in the event the parties are not able to agree upon his or her rate of compensation. (iv) The parties shall select the arbitrator by mutual agreement promptly following initiation of arbitration in accordance with the CPR Rules; provided, however, that in the event the parties are unable to reach such agreement within twenty (20) days of initiation, the CPR shall have the authority to select an arbitrator from a list of arbitrators who are partners in a nationally recognized firm of independent certified public accountants from the management advisory services department (or comparable department or group) of such firm or who are partners in a major law firm; provided, however, that such accounting firm or law firm cannot be a firm that has within the last three (3) years rendered, or is then rendering, services to any party hereto or, in the case of a law firm, appeared, or is then appearing, as counsel of record in opposition to any party hereto. Any arbitrator selected to serve shall be qualified by training and experience for the matters for which such arbitrator is designated to serve. If the parties are unable to agree upon one arbitrator, each shall appoint an arbitrator and these appointees shall appoint a third arbitrator, in which case the arbitration determination shall be made by a majority decision of the three selected arbitrators. (v) The prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees and costs, and all costs of arbitration, including those provided for above, will be paid by the losing party, subject in each case to a determination by the arbitrator as to which party is the prevailing party and the amount of any Damages claimed in any Claim Notice or disputes such fees and costs to be allocated to such party. Any amounts payable under this subsection will be reimbursed as if the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty (30) calendar days following the Indemnifying Party’s receipt amount of such Claim Notice (the “Response Date”)awarded fees and costs were not contested, deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature parties will have no further liability for any amounts payable under this Section 10.3(b) for such fees and basis for each such objection. If the Indemnified Party costs. (vi) The arbitrator(s) chosen in accordance with these provisions shall not have received a Response Notice prior the power to alter, amend or otherwise affect the Response Date, terms of these arbitration provisions or the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes provisions of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdictionany other documents that are executed in connection therewith.

Resolution of Claims. As soon as practicable following resolution of a Claim (in accordance with the procedure in Article 8 of the Purchase Agreement and the Supplement to Nova▇▇▇ ▇▇▇closure Schedule for the resolution of such Claims) for which the Escrow Agent has been provided a Claim Notice pursuant to Section 4.2, the parties shall promptly provide or cause to be provided to the Escrow Agent either (i) a written notice signed by TriZetto, on the one hand, and the Representative, on the other hand, indicating that the Claim or Claims specified in the Claim Notice have been resolved by the parties through a mutually agreed upon resolution of the Claim or Claims, and identifying the amount of any TriZetto Recoverable Loss and/or Nova▇▇▇ ▇▇▇urityholders' Recoverable Loss upon which the parties have mutually agreed, (ii) a written notice from the arbitrator or arbitrators who heard and decided the Claim in accordance with Section 11.12 of the Purchase Agreement (collectively, the "Arbitrator"), following final settlement of the Claim or Claims in accordance with the procedure in Section 11.12 of the Purchase Agreement, which notice shall indicate that the Claim or Claims specified in the Claim Notice have been resolved, and identifying the amount of any TriZetto Recoverable Loss and/or Nova▇▇▇ ▇▇▇urityholders' Recoverable Loss to which the parties are entitled with respect to such Claim or Claims as determined by the Arbitrator, or (iii) receipt of a court order or judgment directing the Escrow Agent to act with respect to the distribution of any Escrowed Property (each notice identified in (i), (ii) and (iii) above is referred to herein as a "Claim Resolution Notice"). In the event that any Indemnifying Party objects Claim Resolution Notice fails to indicate the amount of any Damages claimed in any Claim Notice or disputes the Indemnifying Party’s liability thereforTriZetto Recoverable Loss and/or Nova▇▇▇ ▇▇▇urityholders' Recoverable Loss, the Indemnifying Party shallEscrow Agent shall promptly request such information from TriZetto and the Representative, prior and TriZetto and the Representative shall cause such information to thirty (30) calendar days following the Indemnifying Party’s receipt of such Claim Notice (the “Response Date”), deliver be promptly forwarded to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature and basis for each such objection. If the Indemnified Party shall not have received a Response Notice prior to the Response Date, the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdictionEscrow Agent.

Resolution of Claims. (a) In the event that any Indemnifying Party Person objects to the amount of any Damages Loss claimed in any Claim Notice or disputes the Indemnifying PartyPerson’s liability therefor, the Indemnifying Party Person shall, prior to thirty twenty (3020) calendar days following the Indemnifying PartyPerson’s receipt of such Claim Notice (the “Response Date”), deliver to the Indemnified Party Person a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party Person objects and the nature and basis for each such objection. If the Indemnified Party Person shall not have received a Response Notice prior to the Response Date, the Indemnified Party Person and the Indemnifying Party Person shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party Person shall have received a Response Notice prior to the Response Date, the Indemnifying Party Person and the Indemnified Party Person shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party Person and the Indemnified PartyPerson, or (ii) by order of a court having jurisdiction. (b) To the extent permitted by Law, any reduction to the First Holdback Payment and/or Final Holdback Payment, as the case may be, shall be treated on the parties’ Tax Returns as an adjustment to the Aggregate Purchase Price for all Tax purposes.

Resolution of Claims. In Within twenty (20) days following the event that any receipt by the Indemnifying Party objects to the amount of any Damages claimed in any a Third Party Claim Notice or disputes the Indemnifying Party’s liability therefor, the Indemnifying a Non-Third Party shall, prior to thirty (30) calendar days following the Indemnifying Party’s receipt of such Claim Notice (the “Response Date”), deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature and basis for each such objection. If the Indemnified Party shall not have received a Response Notice prior to the Response Date, the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate will seek in good faith concerning to determine the related Claim Notice final amount to be paid by the Indemnifying Party to the Indemnified Party in respect of such claim pursuant to the provisions of this Agreement. If at the end of such twenty (20) days such final amount is not agreed upon, the Indemnifying Party shall select an independent registered public accounting firm (the “Indemnity Referee”) from among KPMG LLP, PricewaterhouseCoopers LLP, Ernst & Young and Deloitte & Touche LLP (provided that any such selected firm shall not otherwise be engaged by either Party), to determine such final amount or to determine that such final amount is not determinable. If the amounts claimed and other matters set forth therein until such Claim NoticeIndemnity Referee is engaged with respect to any claim made by the Indemnified Party prior to September 1, amounts and matters shall have been finally determined. A Claim Notice2008, any amounts claimed therein and any other matters set forth therein the Indemnity Referee shall be deemed directed to determine the final amount of such claim or to determine that such final amount is not determinable no later than December 30, 2008. If the Indemnity Referee is engaged with respect to any claim made by the Indemnified Party after September 1, 2008 and prior to September 1, 2009, the Indemnity Referee shall be “finally determined” for purposes directed to determine the final amount of this Agreement when such Claim Noticeclaim or to determine that such final amount is not determinable no later than December 30, amounts 2009. If the Indemnity Referee determines such final amount, the determination by the Indemnity Referee shall be delivered in writing to, and matters have been resolved (i) by a written agreement shall be final and binding upon, each of the Indemnifying Party and the Indemnified Party. If the Indemnity Referee determines that the final amount is not determinable (due to the fact that it relates to a Third Party Claim or otherwise), then the procedures of this Section 9.7(e) shall be suspended until the resolution of the Third Party Claim or (iithe final amount is otherwise determinable, at which time the procedures of this Section 9.7(e) by order shall be complied with. Payment of a court having jurisdictionfinal amount shall be made by the Indemnifying Party within five (5) Business Days after receipt by such Indemnifying Party of the written determination of the Indemnity Referee of such final amount. Each of Stockholder, Seller, Buyer and Parent hereby agrees that the provisions of this Section 9.7(e) shall be the sole and exclusive remedy of the Indemnifying Party and the Indemnified Party with respect to resolving any issue or claim relating to indemnification under this Agreement. In the event that a final amount of any indemnification payment to be made by Seller or Stockholder as the Indemnifying Party to a Buyer Indemnified Party has been determined pursuant to this Section 9.7(e) but has not been paid at the time that an Earn Out Payment (or a payment pursuant to Section 2.3(d)) is due, then Parent may deduct the final amount from such Earn Out Payment. The fees and expenses of the Indemnity Referee shall be paid one half by Seller and one half by Parent.

Resolution of Claims. In (a) Upon obtaining knowledge thereof, the event that Seller or the Purchaser, as the case may be ("Indemnified Party"), shall notify the other party (the "Indemnifying Party") in writing of any Indemnifying damage, claim, loss, liability or expense which the Indemnified Party objects has determined has given or could give rise to a claim (each, a "Claim") under this Article VI (such written notice being hereinafter referred to as a "Notice of Claim"). A Notice of Claim shall contain a brief description of the nature and estimated amount of any Damages claimed in any Claim Notice or disputes such claim giving rise to a right of indemnification. If the Indemnifying Party desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counter notice, setting forth the basis for disputing such claim, to the Indemnified Party’s . If no such counter notice is given within such thirty (30) day period or if the Indemnifying Party acknowledges liability thereforfor indemnification, then such claim shall be promptly satisfied. (b) With respect to any claim or demand set forth in a Notice of Claim relating to a third party claim ("Third Party Claim"), the Indemnifying Party shallmay defend, prior to thirty (30) calendar days following the Indemnifying Party’s receipt of in good faith and at its expense, any such Claim Notice (the “Response Date”)claim or demand, deliver to and the Indemnified Party, at its expense, shall have the right to participate in, but not control, the defense of any such Third Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which Claim. So long as the Indemnifying Party objects and the nature and basis for each is defending in good faith any such objection. If Third Party Claim, the Indemnified Party shall not have received a Response Notice prior settle or compromise such Third Party Claim. The Indemnifying Party may, in its discretion, settle any Third Party Claim which it is defending, so long as such settlement includes (i) an unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim, and (ii) does not subject the Indemnified Party to any injunctive relief or other equitable remedy. If requested by the Response DateIndemnifying Party, the Indemnified Party agrees, at the cost and expense of the Indemnifying Party shall be deemed (excluding costs and expenses not owed to have agreed third parties by the Indemnified Party), to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and cooperate with the Indemnifying Party’s liability thereforParty and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest. If the Indemnifying Party fails to notify the Indemnified Party within thirty (30) days after receipt of a Notice of Claim with respect to a Third Party Claim that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Section 6.6, or if the Indemnifying Party elects to defend the Indemnified Party but fails to prosecute or settle the Third Party Claim diligently and promptly, then the Indemnified Party shall have received a Response Notice prior the right to defend, at the Response Date, the Indemnifying Party sole cost and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement expense of the Indemnifying Party and the Indemnified Party, or (ii) the Third Party claim by order of a court having jurisdictionall appropriate proceedings.

Resolution of Claims. In the event that any Indemnifying (a) Each Indemnified Party objects shall provide to the amount Escrow Agent a copy of any Damages claimed in any Direct Claim Notice or disputes Third Party Claim Notice (either, a “Claim Notice”) simultaneously with the Indemnifying Party’s liability therefordelivery thereof to the Stockholder Representative. No Claim Notice shall be provided to the Stockholder Representative or the Escrow Agent following the Escrow Termination Date. (b) Upon receipt of a Claim Notice in accordance with the terms of this Article IX, the Indemnifying Party shallEscrow Agent shall set aside and hold, prior as a reserve to thirty (30) calendar days following cover the Indemnifying Party’s receipt of such claim set forth in the Claim Notice (the “Response DateIndemnified Party Claim”), deliver a portion of the Escrow Fund equal to the Claim Amount set forth therein (a “Reserve”), until there is a final resolution of such Indemnified Party Claim in accordance with the terms of this Article IX. (c) Following receipt by the Stockholder Representative and the Escrow Agent of a Claim Notice in accordance with the terms of this Article IX, the Stockholder Representative shall have no fewer than sixty (60) calendar days (the “Claim Investigation Period”) to make an investigation of the Indemnified Party Claim. In connection with each Indemnified Party Claim, Parent and the other Indemnified Parties shall, and shall cause their respective Affiliates and Representatives to, (x) allow the Stockholder Representative and its Representatives to investigate the facts, matters and circumstances alleged to have given rise to such Indemnified Party Claim and the related Claim Basis and Claim Amount, and (y) disclose to the Stockholder Representative and its Representatives all material of which they are aware which relates to the Indemnified Party Claim and promptly provide such information and assistance as the Stockholder Representative and its Representatives shall reasonably request, including reasonable access to premises and personnel (including any employee with knowledge relating to the relevant facts, matters or circumstances or who can otherwise reasonably assist the requesting party), and the right to examine and copy or photograph any relevant assets, accounts, correspondence, documents and records. (d) At any time prior to the expiration of the Claim Investigation Period, the Stockholder Representative may dispute the Indemnified Party Claim, the related Claim Basis and/or all or any part of the related Claim Amount specified in such Claim Notice (a “Dispute”) by providing written notice of such dispute (a “Dispute Notice”) to Parent and the Escrow Agent on or prior to the expiration of the Claim Investigation Period. Each Dispute Notice shall specify, in reasonable detail, the factual grounds for the Dispute, specify the portion of the Indemnified Party Claim which the Stockholder Representative does not dispute, if any, and include all available documentation supporting such Dispute. (e) If the Escrow Agent does not receive from the Stockholder Representative a Dispute Notice on or prior to the expiration of the Claim Investigation Period, then the Escrow Agent shall release and distribute to Parent, in accordance with the terms of this Article IX and the Escrow Agreement, no fewer than three (3) Business Days after the expiration of the Claim Investigation Period, such portion of the Escrow Fund equal to the applicable Reserve and, upon payment thereof, such Reserve and such Indemnified Party Claim shall be deemed to have been finally resolved and discharged in full. (f) If the Escrow Agent receives from the Stockholder Representative, on or prior to the expiration of the Claim Investigation Period, a Dispute Notice, then, to the extent applicable, the Escrow Agent shall release and distribute to Parent a portion of the Escrow Fund equal to the uncontested portion of the Claim Amount, if any, no later than three (3) Business Days after receipt of such Dispute Notice and, upon payment thereof, the relevant portion of the Reserve, Indemnified Party Claim and Dispute shall be deemed to have been finally resolved and discharged in full. (g) Following the receipt by Parent and the Escrow Agent of a Dispute Notice, if Parent and the Stockholder Representative agree in writing, prior to or on the date of the expiration of the Claim Investigation Period, as to the validity and amount of all or a portion of the Claim Amount of any Indemnified Party Claim that is subject to a Dispute Notice, they shall promptly and jointly provide to the Escrow Agent a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature and basis for each such objection. If the Indemnified Party shall not have received a Response Notice prior to the Response Date, the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdiction.

Resolution of Claims. In (i) All claims for indemnification under this Agreement, other than Third Party Claims as described in Section 10.4, shall be submitted to ------------ final and binding arbitration in Spokane, Washington, which arbitration shall, except as specifically stated herein, be conducted in accordance with the CPR Non-Administered Arbitration Rules (the "CPR Rules") then in --------- effect; provided, however, that the parties agree first to try in good -------- ------- faith to resolve any claim for indemnification that does not exceed Five Hundred Thousand Dollars ($500,000) by mediation under the CPR Mediation Procedure for Business Disputes, before resorting to arbitration; provided, -------- further, that, in the event of an arbitration, the arbitration provisions ------- of this Agreement shall govern over any conflicting rules which may now or hereafter be contained in the CPR Rules. (ii) The final decision of the arbitrator(s) shall be a reasoned opinion based on applicable law and furnished in writing to the parties and will constitute a conclusive determination of the issue in question, binding upon the parties. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any Indemnifying Party objects judicial proceeding instituted to resolve a claim for indemnification. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the subject matter thereof. (iii) Any such arbitration shall be conducted before a single arbitrator, who will be compensated for his or her services, as provided below in Section 10.3(b)(v), at a rate to be determined by the parties or ------------------ pursuant to the CPR Rules, but based upon reasonable hourly or daily consulting rates for the arbitrator in the event the parties are not able to agree upon his or her rate of compensation. (iv) The parties shall select the arbitrator by mutual agreement promptly following initiation of arbitration in accordance with the CPR Rules; provided, however, that in the event the parties are unable to reach -------- ------- such agreement within twenty (20) days of initiation, the CPR shall have the authority to select an arbitrator from a list of arbitrators who are partners in a nationally recognized firm of independent certified public accountants from the management advisory services department (or comparable department or group) of such firm or who are partners in a major law firm; provided, however, that such accounting firm or law firm cannot be a firm -------- ------- that has within the last three (3) years rendered, or is then rendering, services to any party hereto or, in the case of a law firm, appeared, or is then appearing, as counsel of record in opposition to any party hereto. Any arbitrator selected to serve shall be qualified by training and experience for the matters for which such arbitrator is designated to serve. If the parties are unable to agree upon one arbitrator, each shall appoint an arbitrator and these appointees shall appoint a third arbitrator, in which case the arbitration determination shall be made by a majority decision of the three selected arbitrators. (v) The prevailing party in any arbitration shall be entitled to an award of attorneys' fees and costs, and all costs of arbitration, including those provided for above, will be paid by the losing party, subject in each case to a determination by the arbitrator as to which party is the prevailing party and the amount of any Damages claimed in any Claim Notice or disputes such fees and costs to be allocated to such party. Any amounts payable under this subsection will be reimbursed as if the Indemnifying Party’s liability therefor, the Indemnifying Party shall, prior to thirty (30) calendar days following the Indemnifying Party’s receipt amount of such Claim Notice (the “Response Date”)awarded fees and costs were not contested, deliver to the Indemnified Party a written notice (a “Response Notice”) specifying in reasonable detail each amount set forth in such Claim Notice to which the Indemnifying Party objects and the nature parties will have no further liability for any amounts payable under this Section 10.3(b) for such fees and basis for each such objectioncosts. If the Indemnified Party --------------- (vi) The arbitrator(s) chosen in accordance with these provisions shall not have received a Response Notice prior the power to alter, amend or otherwise affect the Response Date, terms of these arbitration provisions or the Indemnified Party and the Indemnifying Party shall be deemed to have agreed to the Claim Notice and to have acknowledged the correctness of the amounts claimed therein and the Indemnifying Party’s liability therefor. If the Indemnified Party shall have received a Response Notice prior to the Response Date, the Indemnifying Party and the Indemnified Party shall negotiate in good faith concerning the related Claim Notice and the amounts claimed and other matters set forth therein until such Claim Notice, amounts and matters shall have been finally determined. A Claim Notice, any amounts claimed therein and any other matters set forth therein shall be deemed to be “finally determined” for purposes provisions of this Agreement when such Claim Notice, amounts and matters have been resolved (i) by a written agreement of the Indemnifying Party and the Indemnified Party, or (ii) by order of a court having jurisdictionany other documents that are executed in connection therewith.