Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appeal.

Resolution of Objections to Claims. (a) Any Person who desires During the thirty (30) calendar day period following the delivery of the Claim Certificate (the “Dispute Period”), the Securityholders’ Agent may deliver to seek indemnification under any part of this Article IX Acquirer a written response (eachand, an if applicable, with a copy to the Escrow Agent) (the “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Response Notice”) to in which it: (i) agrees that the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery full amount of the matter giving rise Claim is owed to the Indemnified Party’s claim and prior to Person (the end “Agreed Amount”); (ii) agrees that part, but not all, of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in Claim is owed to the Indemnification Indemnified Person and is thus an Agreed Amount; or (iii) indicates that no part of the amount of the Claim Noticeis owing to the Indemnified Person. Each Indemnitor Any part of the Claim that is not agreed or deemed agreed to which an Indemnification Claim be owing to the Indemnified Person pursuant to the Response Notice shall be the “Contested Amount”. If a Response Notice is not duly given shall respond to any Indemnified Party that has given an Indemnification Claim Notice Acquirer (a “Claim Response”and, if applicable, the Escrow Agent) within thirty (30) days (prior to the “Response expiration of the Dispute Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim Securityholders’ Agent shall be conclusively deemed to have agreed that the full amount of the Claim is owed to the Indemnified Person and shall be deemed an obligation of such IndemnitorAgreed Amount. (b) If, : (i) a Response Notice agreeing that an Agreed Amount is owed to the Indemnified Person is delivered; or (ii) no Response Notice is delivered during the Response Dispute Period, an Indemnified Party receives then (x) Acquirer shall be entitled to receive payment in cash equal to the full Agreed Amount in accordance with the provisions of Section ‎‎‎8.7 below. (c) If a Claim Response from Notice indicating that there is a Contested Amount is delivered, the Indemnitor, then Securityholders’ Agent and Acquirer shall attempt in good faith for a period of thirty (30) calendar days after delivery of the Response Notice to resolve the dispute related to the Contested Amount. If Acquirer and the Securityholders’ Agent resolve such dispute, such resolution shall be binding on the Securityholders’ Agent, the Indemnified Persons and Indemnifying Parties and a settlement agreement stipulating the amount owed to the Indemnified Person (the “Resolution PeriodStipulated Amount”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party shall be signed by Acquirer and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the IndemnitorSecurityholders’ Agent and, if anyapplicable, as settlement for such dispute shall be conclusively deemed delivered to be an obligation of such Indemnitorthe Escrow Agent. If the parties Stipulated Amount is owed to the Acquirer, then Acquirer shall be entitled to receive an amount equal to the Stipulated Amount in accordance with the provisions of Section ‎8.7 below. (d) If the Securityholders’ Agent and Acquirer are unable agree upon a resolution to such resolve the dispute prior relating to any Contested Amount within thirty (30) calendar days after the date that the Response Notice is duly given pursuant to the expiration of above, then either Acquirer or the Resolution Period (or any extension thereto Securityholders’ Agent may submit the claim described in the Claim Certificate to which the Indemnitor and Indemnified Party agree arbitration in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealaccordance with Section ‎9.9.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall Members do not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim object in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond writing to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the “Response Period”Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the date Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnification Claim Notice Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is given. Any Claim Response shall specify whether or not entitled to any Indemnifiable Damages with respect to the Indemnitor giving the Claim Response disputes the claim described matter set forth in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within Officer’s Certificate, then, if the Response PeriodHoldback Release Date has not yet occurred, such Indemnitor no amounts shall be deemed not to dispute released from the claim described Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the related Indemnification Claim Notice. If any Indemnitor elects Escrow Account that are not subject to dispute a an unresolved claim described in an Indemnification Claim Notice, whether for indemnification hereunder shall be released by failing the Escrow Agent to give a timely Claim Response the Members in accordance with the terms hereof or otherwiseEscrow Agreement, then and Buyer and the amount Members shall submit a joint written instruction to the Escrow Agent so directing the release of such claim shall be conclusively deemed to be an obligation of such Indemnitorfunds from the Escrow Account. (b) If, If no such agreement can be reached during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitorforty-five (45)-day period for good faith negotiation, then for a period any of thirty (30) days (Buyer or the “Resolution Period”) after Members may submit the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation determined in a court of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree law in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealaccordance with SECTION 10.10 hereof.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part If the Sellers (on behalf of this Article IX (eachthe Seller Indemnifying Parties) do not contest, an “Indemnified Party”) shall give by written notice in reasonable detail to Parent, any claim or claims by Parent (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery on behalf of the matter giving rise to Parent Indemnified Persons) made in any Claim Certificate within the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) day period following receipt of the Claim Certificate, then Parent and the Sellers shall promptly prepare, sign and deliver to the Escrow Agent a joint written instruction to distribute to Parent an amount of cash from the Escrow Fund having a total value equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to the Sellers, any claim or claims by the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate, in cash by wire transfer to the Seller Bank Accounts. (b) If the Sellers (on behalf of the Seller Indemnifying Parties) or Parent object in writing to any claim or claims made by a Parent Indemnified Person or Seller Indemnified Person, respectively, in any Claim Certificate within the thirty (30) day period set forth in Section 9.6(a), Parent and the Sellers shall attempt in good faith for sixty (60) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Noticeapplicable party’s receipt of such written objection to resolve such objection. If any Indemnitor fails Parent and the Sellers shall so agree with respect to give a Claim Response within the Response Periodclaim by a Parent Indemnified Person, a joint written instruction setting forth such Indemnitor agreement shall be deemed not prepared and signed by both Parent and the Sellers and delivered to dispute the claim described Escrow Agent. Upon receipt of such joint written instruction, the Escrow Agent shall distribute to Parent an amount in cash from the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response Escrow Fund in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorjoint written instruction. (bc) If, If no such agreement can be reached during the Response Periodsixty (60) day period for good faith negotiation set forth in Section 9.6(b), an Indemnified Party receives a Claim Response from but in any event upon the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt expiration of such Claim Responsesixty (60) day period, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation finally settled by binding arbitration. The seat, or legal place, of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue arbitration shall be presented to the American Arbitration Association in San Francisco, California California. Such arbitration shall be conducted in English in accordance with the CPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “AAAArbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Section 9.6(c) for determinationshall be governed by the Federal Arbitration Act (9 U.S.C., SECS. 1-16). The Arbitration Panel shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the dispute. The award of arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative final and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties hereto. The Arbitration Panel will award to the prevailing party all costs, fees and not subject expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in any court having jurisdiction thereof. The decision of the Arbitration Panel as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Indemnifying Parties, and Parent shall be entitled to instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to any appealarbitral award in favor of Parent. (d) Judgment upon any determination of an Arbitration Panel may be entered in any court having jurisdiction. For purposes of this Section 9.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, Parent shall be deemed to be the prevailing party unless the Arbitration Panel determines in favor of the Sellers (on behalf of the Seller Indemnifying Parties) with respect to more than one-half of the amount in dispute, in which case the Seller Indemnifying Parties shall be deemed to be the prevailing party. The non-prevailing party to an arbitration shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (ai) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter Shareholder Representative delivers an Escrow Claim Objection Notice to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) Parent within thirty (30) days (the “Response Period”after receipt from Parent of an Officer’s Certificate pursuant to Section 7.4(a) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether hereof, or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Noticeevent that indemnification is being sought hereunder directly from an Indemnifying Party, if such Indemnifying Party shall object to any claim or claims made in any Officer’s Certificate to recover claims directly from such Indemnifying Party within thirty (30) days after delivery of such Officer’s Certificate, the Shareholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If any Indemnitor fails to give the Shareholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a Claim Response within the Response Period, memorandum setting forth such Indemnitor agreement shall be deemed not to dispute the claim described prepared and signed by both parties and, in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute case of a claim described in an Indemnification Claim Noticeagainst the Escrow Fund, whether by failing shall be furnished to give a timely Claim Response the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall make distributions from the Escrow Fund in accordance with the terms hereof or otherwisethereof. In the event that indemnification is being sought hereunder directly from an Indemnifying Party, then the amount such Indemnifying Party shall pay its Pro Rata Share of such claim shall be conclusively deemed to be an obligation of such IndemnitorLosses once the objection has been resolved. (bii) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of If no such agreement can be reached after good faith negotiation and prior to thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt delivery of such an Escrow Claim ResponseObjection Notice, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed resolved in the manner set forth in Section 9.7. Any resolution made pursuant to be an obligation of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue Section 9.7 hereto shall be presented to the American Arbitration Association in San Franciscofinal, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative conclusive and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties to this Agreement and not subject the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator, and the Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within thirty (30) days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party, including any appealdistributions out of the Escrow Fund.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which Company Holders’ Agent raises good faith objections in a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Dispute Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether claim or not the Indemnitor giving the Claim Response disputes the claim described claims by Acquiror made in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response Officer’s Certificate within the Response Period30-day period set forth in Section 8.4(b), such Indemnitor Acquiror and the Company Holders’ Agent shall be deemed not to dispute the claim described attempt in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then good faith for a period of thirty (30) 30 days (the “Resolution Period”) after the Indemnified PartyAcquiror’s receipt of such Claim Response, the Indemnified Party Dispute Notice to resolve such objection. If Acquiror and the Indemnitor Company Holders’ Agent shall endeavor to resolve any dispute arising therefrom. If so agree, a memorandum setting forth such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute agreement shall be conclusively deemed to be an obligation of such Indemnitorprepared and signed by both parties. If the parties are unable agree upon a resolution applicable Officer’s Certificate was delivered to such dispute the Escrow Agent prior to the expiration of the Resolution Period (or any extension thereto to which Indemnification Escrow Period, then the Indemnitor and Indemnified Party agree in writing), the issue memorandum of agreement shall be presented delivered to the American Arbitration Association Escrow Agent and the Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Indemnification Escrow Fund in San Franciscoaccordance with the terms of such memorandum. (b) If no such agreement can be reached during the 30-day period for good faith negotiation, California (but in any event upon the “AAA”) for determinationexpiration of such 30-day period, either Acquiror or the Company Holders’ Agent may bring suit to resolve the matter. The arbitration decision of the trial court as to the validity and amount of any claim in such Officer’s Certificate shall be before a panel of three arbitratorsnonappealable, one selected by Buyer, one selected by the Stockholders’ Representative binding and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding conclusive upon the parties to this Agreement and not subject the Company Members, and with respect to claims asserted in Officer’s Certificates delivered to the Company Holders’ Agent prior to the expiration of the Indemnification Escrow Period, the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall distribute cash from the Indemnification Escrow Fund in accordance therewith and Acquiror shall be permitted to set-off against any appealMilestone Payment in accordance therewith. (c) Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction. For purposes of this Section 8.5(c), in any suit hereunder, Acquiror shall be deemed to be the non-prevailing party unless the trial court awards Acquiror at least one-half of the amount in dispute, in which case the Company Members shall be deemed to be the non-prevailing party. The non-prevailing party to a suit shall pay its own fees and expenses and the fees and expenses of the prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part If the Stockholders’ Agent, on behalf of this Article IX the Contributing Equityholders as the indemnifying party, or Acquirer, as the indemnifying party (eachas applicable, an the “Indemnified Indemnifying Party”) shall give does not contest, by written notice to the Indemnified Person, any claim or claims by Indemnified Person made in reasonable detail any Claim Certificate within the 20-Business Day period following receipt of the Claim Certificate, then (an i) if the Contributing Equityholders are the Indemnifying Party, the Escrow Agent shall release the number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund having a total value equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate; provided that the per share value of any shares of Acquirer Common Stock held in the Indemnity Escrow Fund cancelled to satisfy any claims in a Claim Certificate under this Article 8 shall be the Trading Price, (ii) if the Contributing Equityholders are the Indemnifying Party and if the number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund at the time of such claim are insufficient to equal the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate, then the Contributing Equityholders shall pay any such excess amount of Indemnifiable Damages directly to the Acquirer (in accordance with their Pro Rata Shares) within ten (10) Business Days from the end of the 20-Business Day period following receipt of a Claim Certificate (and any shares of Acquirer Common Stock used by any Contributing Equityholder to satisfy such Contributing Equityholder’s liability (in whole or in part), shall be valued at the fair market value of a share of Acquirer Common Stock at the time of such claim (the “Indemnification Claim NoticeShare Value”), and (iii) if the Acquirer is the Indemnifying Party, then Acquirer shall make payment promptly (in cash or Acquirer Common Stock valued at the Share Value) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to Contributing Equityholders within 10 Business Days from the end of the 20-Business Day period following receipt of a Claim Certificate. (b) If the Indemnifying Party objects in writing to any applicable Claims Periodclaim or claims by an Indemnified Person made in any Claim Certificate within the 20-Business Day period set forth in Section 8.8(a) Acquirer and the Stockholders’ Agent shall attempt in good faith for 60 days after the Indemnifying Person’s receipt of such written objection to resolve such objection. If Acquirer and the matter Stockholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both Acquirer and the Stockholders’ Agent and, if the Contributing Equityholders are the Indemnifying Party, delivered to which the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall release a number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund in accordance with this Section 8.8 and the terms of such memorandum; provided that the per share value of any shares of Acquirer Common Stock cancelled by the Escrow Agent to satisfy any claims in a Claim Certificate under this Article 8 shall be the Trading Price; provided, further, that the per share value of any shares of Acquirer Common Stock returned to Acquirer by a Contributing Equityholder for cancellation (other than from the Indemnity Escrow Fund) to satisfy any claims in a Claim Certificate under this Article 8 shall be the Share Value. (c) If no such agreement can be reached during the 60-day period for good faith negotiation set forth in Section 8.8(b), but in any event upon the expiration of such 60-day period, either Acquirer or the Stockholders’ Agent may bring a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof of Section 9.11 to resolve the matter. The decision of a court of competent jurisdiction as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Company Stockholders, and the Escrow Agent shall be entitled to act in accordance with such decision and the Escrow Agent shall release and amount of cash and a number of shares of Acquirer Common Stock held in the Indemnity Escrow Fund in accordance therewith and the terms of this Section 8.8. (d) For purposes of this Section 8.8(d), in any suit hereunder in which any claim or otherwise, then the amount of such claim thereof stated in the Claim Certificate is at issue, Acquirer shall be conclusively deemed to be an obligation the prevailing party unless the court determines in favor of such Indemnitor. the Stockholders’ Agent (bon behalf of the Contributing Equityholders) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period with respect to more than one-half of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that in dispute, in which case the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute Contributing Equityholders shall be conclusively deemed to be an obligation of such Indemnitorthe prevailing party. If The non-prevailing party shall pay its own expenses and the parties are unable agree upon a resolution to such dispute prior to expenses and the expiration fees and expenses of the Resolution Period (or any extension thereto to which the Indemnitor prevailing party, including attorneys’ fees and Indemnified Party agree costs, reasonably incurred in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern connection with such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealsuit.

Resolution of Objections to Claims. (a) Any Person who desires If Acquiror or Parent, as applicable, objects in writing to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible claim or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon claims by the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of Person against such party made in any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) Certificate within thirty (30) days (the “Response Period”) after the date delivery of such Claim Certificate (such a written objection, a “Claim Objection”), then Acquiror and Parent shall attempt in good faith for forty-five (45) days after receipt of such written objection to resolve such objection; provided that a copy of any such Claim Objection delivered by Parent with respect to a claim made during the Indemnification Claim Notice is givenEscrow Period shall also be to the Escrow Agent. Any Claim Response shall specify whether or not With respect to Claims Certificates delivered by an Acquiror Indemnified Person during the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Escrow Period, if Acquiror and Parent shall so agree, a memorandum setting forth such Indemnitor agreement shall be deemed not prepared and signed by both parties and delivered to dispute the claim described in Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the related Indemnification Claim Notice. If any Indemnitor elects not Escrow Agent shall distribute Escrow Shares, subject to dispute a claim described in an Indemnification Claim Noticethis Agreement, whether by failing to give a timely Claim Response in accordance with the terms hereof of such memorandum, which memorandum shall constitute joint written instructions as contemplated by Section 1.4(a) of the Escrow Agreement. If Acquiror or otherwiseParent, as applicable, does not deliver a Claim Objection as set forth above within thirty (30) days after the delivery of such Claim Certificate, any claim or claims made in such Claim Certificate shall be deemed accepted as valid Indemnifiable Damages in the amount stated in the Claims Certificate for which the Indemnifying Party is liable under this Article 8, and to the extent such Claim Certificate was delivered by an Acquiror Indemnified Person during the Escrow Period, then the amount of applicable Indemnified Damages set forth in such claim Claim Certificate shall be conclusively deemed disbursed by the Escrow Agent to such Acquiror Indemnified Person on the first Business Day after such thirtieth (30th) day, with such disbursement to be an obligation effected as set forth in Section 1.3(f) of the Escrow Agreement. The Escrow Agent shall be entitled to rely on any such Indemnitorfailure by Parent to timely deliver a Claim Objection and act in accordance with the foregoing sentence pursuant to Section 1.4(d) of the Escrow Agreement. (b) If, If no agreement can be reached during the Response 45-day period for good faith negotiation, but in any event upon the expiration of such 45-day period, either Acquiror or Parent may bring suit in the courts of the State of California and the Federal courts of the United States of America, in each case, located within San Francisco County in the State of California to resolve the matter. With respect to Claims Certificates delivered by Acquiror during the Escrow Period, an Indemnified Party receives a Claim Response from upon the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt resolution of such Claim Responsesuit, the Indemnified Party and applicable order, judgment or decree shall be delivered to the Indemnitor shall endeavor Escrow Agent and, subject to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Periodthis Agreement, the amount that Escrow Agent shall be entitled to act in accordance with such decision pursuant to Section 1.4(c) of the parties have specified Escrow Agreement. (c) Judgment upon any award rendered by such court may be entered in writing as any court having jurisdiction. For purposes of this Section 6.6, in any suit hereunder in which any claim or the amount to be paid by thereof stated in the IndemnitorClaim Certificate is at issue, if any, as settlement for such dispute the party seeking indemnification shall be conclusively deemed to be an obligation of the non-prevailing party unless the trial court awards such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration party more than one-half of the Resolution Period (or any extension thereto to amount in dispute, in which case the Indemnitor and Indemnified Party agree in writing), the issue other party shall be presented deemed to be the American Arbitration Association in San Francisco, California (the “AAA”) for determinationnon-prevailing party. The arbitration non-prevailing party to a suit shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, pay its own expenses and the commercial arbitration rules expenses and the fees and expenses of the AAA shall govern prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealsuit.

Resolution of Objections to Claims. (a) Any Person who desires If the Stockholders’ Agent objects to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) claim made by Acquiror in any Claim Certificate then the Stockholders’ Agent shall give deliver a written notice in reasonable detail (an a “Indemnification Claim Dispute Notice”) to Acquiror during the party responsible or alleged thirty (30)-day period commencing upon delivery to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery Stockholders’ Agent of the matter giving rise Claim Certificate. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by Acquiror in the Claim Certificate. If the Stockholders’ Agent does not deliver a Claim Dispute Notice to the Indemnified Party’s claim and Acquiror prior to the end expiration of any applicable Claims Period. If the matter such thirty (30)-day period, then (i) each claim for indemnification set forth in such Claim Certificate shall be deemed to which a claim relates shall not have been resolved as of conclusively determined in Acquiror’s favor on the date of terms set forth in the Indemnification Claim NoticeCertificate, and (ii) if the Indemnified Party Escrow Fund remains, then without any further instructions the Escrow Agent shall estimate distribute cash from the Escrow Fund to Acquiror in an amount equal to the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the claim Stockholders’ Agent delivers a Claim Dispute Notice, Acquiror and the Stockholders’ Agent shall attempt in good faith for forty-five (45) calendar days to resolve any objections raised by the Indemnification Stockholders’ Agent in such Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Dispute Notice. If any Indemnitor fails Acquiror and the Stockholders’ Agent agree to give a Claim Response within the Response Periodresolution of one or more objections, a memorandum setting forth such Indemnitor agreement shall be deemed not prepared and signed by both parties and delivered to dispute the claim described in Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response Escrow Agent shall distribute cash from the Escrow Fund in accordance with the terms hereof or otherwiseof such memorandum. (c) If no such resolution can be reached during the forty-five (45)-calendar day period following Acquiror’s receipt of a given Claim Dispute Notice, then upon the expiration of such forty-five (45)-calendar day period, either Acquiror or the Stockholders’ Agent may bring suit in accordance with Section 12.8 to resolve the matter. (d) For purposes of this Section 11.6, in any action hereunder in which any claim or the amount of such claim thereof stated in the Claim Certificate is at issue, Acquiror shall be conclusively deemed to be an obligation the non-prevailing party unless the trial court awards Acquiror more than one-half of such Indemnitor. (b) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that in dispute, in which case the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute Stockholders shall be conclusively deemed to be an obligation of such Indemnitorthe non-prevailing party. If The non-prevailing party shall pay its own expenses and the parties are unable agree upon a resolution to such dispute prior to expenses and the expiration fees and expenses of the Resolution Period (or any extension thereto to which the Indemnitor prevailing party, including attorneys’ fees and Indemnified Party agree costs, reasonably incurred in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern connection with such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealaction.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part If the Sellers (on behalf of this Article IX (eachthe Seller Indemnifying Parties) do not contest, an “Indemnified Party”) shall give by written notice in reasonable detail to Parent, any claim or claims by Parent (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery on behalf of the matter giving rise to Parent Indemnified Persons) made in any Claim Certificate within the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) day period following receipt of the Claim Certificate, then Parent and the Sellers shall promptly prepare, sign and deliver to the Escrow Agent a joint written instruction to distribute to Parent an amount of cash from the Escrow Fund having a total value equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to the Sellers, any claim or claims by the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate, in cash by wire transfer to the Seller Bank Accounts. (b) If the Sellers (on behalf of the Seller Indemnifying Parties) or Parent object in writing to any claim or claims made by a Parent Indemnified Person or Seller Indemnified Person, respectively, in any Claim Certificate within the thirty (30) day period set forth in Section 9.6(a), Parent and the Sellers shall attempt in good faith for sixty (60) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Noticeapplicable party’s receipt of such written objection to resolve such objection. If any Indemnitor fails Parent and the Sellers shall so agree with respect to give a Claim Response within the Response Periodclaim by a Parent Indemnified Person, a joint written instruction setting forth such Indemnitor agreement shall be deemed not prepared and signed by both Parent and the Sellers and delivered to dispute the claim described Escrow Agent. Upon receipt of such joint written instruction, the Escrow Agent shall distribute to Parent an amount in cash from the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response Escrow Fund in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorjoint written instruction. (bc) If, If no such agreement can be reached during the Response Periodsixty (60) day period for good faith negotiation set forth in Section 9.6(b), an Indemnified Party receives a Claim Response from but in any event upon the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt expiration of such Claim Responsesixty (60) day period, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation finally settled by binding arbitration. The seat, or legal place, of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue arbitration shall be presented to the American Arbitration Association in San Francisco, California California. Such arbitration shall be conducted in English in accordance with the CPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “AAAArbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Section 9.6(c) for determinationshall be governed by the Federal Arbitration Act (9 U.S.C., SECS. 1-16). The Arbitration Panel shall allow such discovery as is appropriate to the purposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the dispute. The award of arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative final and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties hereto. The Arbitration Panel will award to the prevailing party all costs, fees and not subject expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in any court having jurisdiction thereof. The decision of the Arbitration Panel as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and the Indemnifying Parties, and Parent shall be entitled to instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to any appealarbitral award in favor of Parent. (d) Judgment upon any determination of an Arbitration Panel may be entered in any court having jurisdiction. For purposes of this

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall Members do not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim object in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond writing to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the “Response Period”Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the date Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnification Claim Notice Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is given. Any Claim Response shall specify whether or not entitled to any Indemnifiable Damages with respect to the Indemnitor giving the Claim Response disputes the claim described matter set forth in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within Officer’s Certificate, then, if the Response PeriodHoldback Release Date has not yet occurred, such Indemnitor no amounts shall be deemed not to dispute released from the claim described Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the related Indemnification Claim Notice. If any Indemnitor elects Escrow Account that are not subject to dispute a an unresolved claim described in an Indemnification Claim Notice, whether for indemnification hereunder shall be released by failing the Escrow Agent to give a timely Claim Response the Members in accordance with the terms hereof or otherwiseEscrow Agreement, then and Buyer and the amount Members shall submit a joint written instruction to the Escrow Agent so directing the release of such claim shall be conclusively deemed to be an obligation of such Indemnitorfunds from the Escrow Account. (b) If, If no such agreement can be reached during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitorforty-five (45)-day period for good faith negotiation, then for a period any of thirty (30) days (Buyer or the “Resolution Period”) after Members may submit the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation determined in a court of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree law in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealaccordance with Section 10.10 hereof.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (eachIf the Stockholders’ Agent does not contest, an “Indemnified Party”) shall give by written notice to Acquirer, any claim or claims by Acquirer made in reasonable detail (an “Indemnification any Claim Notice”) Certificate within the 30-day period following receipt of the Claim Certificate, then Acquirer and the Stockholders’ Agent shall deliver a Joint Instruction to the party responsible or alleged Escrow Agent directing the Escrow Agent to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise distribute to the Indemnified Party’s claim and prior Acquirer to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of any Indemnifiable Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the claim Stockholders’ Agent objects in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond writing to any Indemnified Party that has given an Indemnification claim or claims by Acquirer made in any Claim Notice (a “Claim Response”) Certificate within thirty (the 30) -day period set forth in Section 8.7(a), Acquirer and the Stockholders’ Agent shall attempt in good faith for 45 days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim NoticeAcquirer’s receipt of such written objection to resolve such objection. If any Indemnitor fails to give Acquirer and the Stockholders’ Agent shall so agree, a Claim Response within the Response Period, Joint Instruction setting forth such Indemnitor agreement shall be deemed not prepared. Prior to dispute depletion of the claim described Indemnity Escrow Fund, Acquirer and the Stockholders’ Agent shall deliver such Joint Instructions to the Escrow Agent and upon receipt of such Joint Instruction, the Escrow Agent shall distribute to Acquirer an amount in cash from the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response Indemnity Escrow Fund in accordance with the terms hereof or otherwise, then the amount of such claim Joint Instruction and Acquirer shall be entitled to conclusively deemed to be an obligation rely on such Joint Instruction and cancel a number of shares of Acquirer Common Stock in accordance with the terms of such IndemnitorJoint Instruction. (bc) If, If no such agreement can be reached during the Response Period45-day period for good faith negotiation set forth in Section 8.7(a), an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty (30) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve but in any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation of such Indemnitor. If the parties are unable agree event upon a resolution to such dispute prior to the expiration of the Resolution Period (such 45-day period, either Acquirer or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by Agent may bring an action in accordance with the two selected arbitrators, and terms of Section 9.10 to resolve the commercial arbitration rules matter. The decision of the AAA shall govern trial court as to the validity and amount of any claim in such arbitration. The written determination of the AAA Claim Certificate shall be non-appealable, binding and conclusive upon the parties hereto and not subject the Converting Holders, and Acquirer shall be entitled to instruct the Escrow Agent to distribute to Acquirer an amount in cash from the Indemnity Escrow Fund in accordance therewith. (d) Judgment upon any appealaward rendered by the trial court may be entered in any court having jurisdiction.

Resolution of Objections to Claims. (a) Any If the Merger Consideration Recipients’ Agent does not contest, by written notice to Acquirer, any Claim or Claims by Acquirer made in any Claim Certificate within twenty (20) Business Days after any such Claim Certificate is received by the Merger Consideration Recipients’ Agent, then the Merger Consideration Recipients’ Agent will be conclusively deemed to have consented, on behalf of all Merger Consideration Recipients, to the recovery by the Indemnified Person who desires of the full amount of Indemnifiable Damages specified in the Claim Certificate, including the forfeiture of such amount from the Escrow Fund (subject to seek indemnification under any part of the terms and conditions in this Article IX (each8) having a value sufficient to satisfy such Indemnifiable Damages and, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) without further notice, to have stipulated to the party responsible or alleged to be responsible entry of a final judgment for indemnification hereunder (an “Indemnitor”) promptly upon Indemnifiable Damages against the Indemnified Party’s discovery of Merger Consideration Recipients for such amount in any court having jurisdiction over the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. where venue is proper. (b) If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim Merger Consideration Recipients’ Agent objects in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond writing to any Indemnified Party that has given an Indemnification claim or claims by Acquirer made in any Claim Notice Certificate within such twenty (a “Claim Response”20) within Business Day period, Acquirer and the Merger Consideration Recipients’ Agent shall attempt in good faith for thirty (30) days (the “Response Period”) Business Days after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim NoticeAcquirer’s receipt of such written objection to resolve such objection. If any Indemnitor fails Acquirer and the Merger Consideration Recipients’ Agent shall so agree, a memorandum setting forth their agreement with respect to give a the resolution of such Claim Response within the Response Period, such Indemnitor shall be deemed not prepared and signed by both parties. The Escrow Agent shall be entitled to dispute conclusively rely on any such memorandum and the claim described in Escrow Agent shall distribute such amount from the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response Escrow Fund in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitormemorandum. (bc) If, If no such agreement has been reached during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty (30) days (Business Day period for good faith negotiation, but in any event upon the “Resolution Period”) after the Indemnified Party’s receipt expiration of such thirty (30) Business Day period, either Acquirer or the Merger Consideration Recipients’ Agent may proceed in accordance with the terms set forth in Section 9.8 to resolve the matter. The decision of the J.A.M.S. arbitrator as to the Company and amount of any claim in such Claim ResponseCertificate shall be nonappealable, binding and conclusive upon the Indemnified Party parties to this Agreement and the Indemnitor Merger Consideration Recipients and the Escrow Agent shall endeavor be entitled to resolve conclusively rely and to act in accordance with such decision and the Escrow Agent shall distribute such amount from the Escrow Fund in accordance therewith. (d) For purposes of Section 8.3(c), in any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Periodproceeding pursuant to Section 9.8, in which any claim or the amount that thereof stated in the parties have specified in writing as the amount to be paid by the IndemnitorClaim Certificate is at issue, if any, as settlement for such dispute Acquirer shall be conclusively deemed to be an obligation the non-prevailing party unless the arbitrator awards Acquirer more than one-half of such Indemnitorthe amount in dispute, in which case the Merger Consideration Recipients shall be deemed to be the non-prevailing party. If the parties are unable agree upon a resolution The non-prevailing party to such dispute prior to arbitration shall pay its own expenses and the expiration expenses and the fees and expenses of the Resolution Period (or any extension thereto to which the Indemnitor prevailing party, including attorneys’ fees and Indemnified Party agree costs, reasonably incurred in writing), the issue shall be presented to the American Arbitration Association in San Francisco, California (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern connection with such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appeal.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part If the recipient of this Article IX (eachthe Claims Certificate does not contest, an “Indemnified Party”) shall give by written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery deliverer of the matter giving rise to the Indemnified Party’s Claims Certificate, any claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim or claims made in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice Certificate within twenty (a “Claim Response”) within thirty (3020) days (of receiving same, then the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall indemnifying parties will be deemed not to dispute contest the claim described Claims Certificate and will promptly satisfy the claims made therein, as contemplated in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitorthis Article VII. (b) IfIf the recipient of a Claims Certificate objects in writing (delivered to the deliverer of the Claims Certificate) to any claim or claims made in any Claim Certificate within such 20-day period, during Buyer and the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then Representative shall attempt in good faith for a period of thirty (30) 15 days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Responsewritten objection to resolve such objection. (c) If no agreement can be reached during the 15-day period for good faith negotiation, but in any event upon the expiration of such 15-day period, the Indemnified Party and party or parties seeking indemnification under the Indemnitor shall endeavor Claims Certificate may bring suit in the courts of the Province of Ontario located within the City of Toronto to resolve the matter, except that in the event that Buyer fails to issue Additional Shares as and when required to do so under the terms of this Agreement and Schedule B (Earnout Guidelines), or Buyer commits a material breach of any dispute arising therefrom. If of its covenants in Schedule B (Earnout Guidelines) and fails to cure such dispute is resolved by breach within the parties during the Resolution Periodtime frame set forth in Schedule B (Earnout Guidelines), the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively resolved by binding arbitration in the manner set forth on Schedule B (Earnout Guidelines). (d) Judgment upon any award rendered by the court may be entered in any court having jurisdiction. For purposes of this Section 7.6(d), in any suit hereunder in which any claim or the amount thereof stated in the Claim Certificate is at issue, the party seeking indemnification shall be deemed to be an obligation of the non-prevailing party unless the court awards such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration party more than one-half of the Resolution Period (or any extension thereto to amount in dispute, in which case the Indemnitor and Indemnified Party agree in writing), the issue other party shall be presented deemed to be the American Arbitration Association in San Francisco, California (the “AAA”) for determinationnon-prevailing party. The arbitration non-prevailing party to a suit shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, pay its own expenses and the commercial arbitration rules expenses of the AAA shall govern prevailing party, including attorneys’ fees and costs, reasonably incurred in connection with such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appealsuit.

Resolution of Objections to Claims. (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an a “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification a Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification a Claim Notice (a “Claim Response”) within thirty forty-five (3045) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor. (b) If, during the Response Period, an Indemnified Party receives a Claim Response from the Indemnitor, then for a period of thirty twenty (3020) days (the “Resolution Period”) after the Indemnified Party’s receipt of such Claim Response, the Indemnified Party and the Indemnitor shall endeavor to resolve any dispute arising therefrom. If such dispute is resolved by the parties during the Resolution Period, the amount that the parties have specified in writing as the amount to be paid by the Indemnitor, if any, as settlement for such dispute shall be conclusively deemed to be an obligation of such Indemnitor. If the parties are unable agree upon a resolution to such dispute prior to the expiration of the Resolution Period (or any extension thereto to which the Indemnitor and Indemnified Party agree in writing), the issue shall be presented to the American Arbitration Association in San FranciscoWilmington, California Delaware (the “AAA”) for determination. The arbitration shall be before a panel of three arbitrators, one selected by Buyer, one selected by the Stockholders’ Representative and one selected by the two selected arbitrators, and the commercial arbitration rules of the AAA shall govern such arbitration. The written determination of the AAA shall be binding upon the parties and not subject to any appeal.