Common use of Resolution of Objections to Claims Clause in Contracts

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 to any claim, the Indemnifying Person and the Indemnified Person will attempt in good faith during the period of thirty days thereafter to agree upon the rights of the respective parties with respect to each disputed claim. (i) If an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreement. (b) If no such agreement can be reached after good faith negotiation, a senior representative of the Seller and a senior representative of the Purchaser will meet within ten days of the expiration of such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 Shareholders’ Agent does not contest, by written notice to Acquirer, any claim, claim or claims by Acquirer made in any Claim Certificate within the Indemnifying Person and the Indemnified Person will attempt in good faith during the sixty (60)-day period of thirty days thereafter to agree upon the rights following receipt of the respective parties with respect to each disputed claim. (i) If Claim Certificate, then Acquirer shall retain an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss cash from the indemnification claim against Indemnity Holdback Fund having a total aggregate value equal to the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification any Indemnifiable Damages corresponding to such claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementas set forth in such Claim Certificate. (b) If the Shareholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the sixty (60)-day period set forth in Section 9.4(a), then Acquirer and the Shareholders’ Agent shall attempt in good faith to resolve such objection for sixty (60) days after Acquirer’s receipt of such objection. If Acquirer and the Shareholders’ Agent shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both Acquirer and the Shareholders’ Agent. If no such agreement can be reached after during the sixty (60)-day period for good faith negotiation, then the party submitting the applicable Claim Certificate shall commence a senior representative Legal Proceeding no later than six (6) months following the submission of the Seller Claim Certificate and a senior representative of the Purchaser will meet within ten days of dispute shall be resolved by the expiration of such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New Yorkfinal, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount a court of competent jurisdiction. Such decision as to the extent validity and amount of any remaining balance thereof claim in accordance therewith orsuch Claim Certificate shall be binding and conclusive upon the parties hereto, if the Holdback Amount has been paid or Indemnified Parties and the remaining balance Indemnifying Parties. If the party submitting the applicable Claim Certificate does not commence a Legal Proceeding within such six (6) month period following the submission of the Holdback Amount is not sufficient Claim Certificate, then such party shall be deemed to satisfy have waived the full amount of claims set forth in the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2)Claim Certificate.

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 Company Holders’ Agent raises bona fide good faith objections in writing to any claimclaim or claims by Acquiror made in any Officer’s Certificate within such 30-day period, the Indemnifying Person Acquiror and the Indemnified Person will Company Holders’ Agent shall attempt in good faith during for forty-five (45) days after Acquiror’s receipt of such written objection to resolve such objection. If Acquiror and the period of thirty days thereafter to agree upon the rights of the respective parties with respect to each disputed claim. Company Holders’ Agent shall so agree, (i) If an agreement Acquiror shall first retain such Damages from the Indemnity Holdback Fund and (ii) to the extent the amount of such Damages exceeds the amount available in the Indemnity Holdback Fund and such claim is reached with respect to claims not pursuant to Section 7.1(a): 8.2(a)(i) (A) the Purchaser shall setoff the agreed other than claims based upon amount a breach of or inaccuracy in any of the Loss from Extended Representations or Fundamental Representations) where the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Indemnity Holdback Amount is not sufficient to satisfy the full agreed upon amount of sole and exclusive remedy, the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller Company Holders shall pay the agreed upon amount remainder of the Loss from the indemnification claim such Damages (or any balance thereof) subject to the Purchaser limitations set forth in Section 8.2(b)(iv)) in immediately available funds within five (5) Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementAcquiror’s request. (b) If no such agreement can be reached after during the 45-day period for good faith negotiation, a senior representative of the Seller and a senior representative of the Purchaser will meet within ten days of but in any event upon the expiration of such thirty45-day period and negotiate in good faith for one full day with an impartial mediator in New Yorkperiod, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid either Acquiror or the remaining balance of Company Holders’ Agent may bring suit to resolve the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreementmatter. (c) If no agreement can Judgment upon any award rendered by a trial court of competent jurisdiction may be reached after good faith mediation, entered in any court having jurisdiction. For purposes of this Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a8.5(c), in any suit hereunder in which any claim or the Purchaser will amount thereof stated in the Officer’s Certificate is at issue, Acquiror shall be entitled deemed to rely on a final non-appealable decision be the non‑prevailing party unless the applicable court awards Acquiror at least one‑half of the courtamount in dispute, in which case the Company Holders shall be deemed to be the non‑prevailing party. The non‑prevailing party to a suit shall pay its own fees and setoff all Losses against expenses and the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance fees and expenses of the Holdback Amount is not sufficient to satisfy the full amount of the Lossesprevailing party, pursue all available remedies against the Seller (other than any claim limited by Section 7.2)including attorneys’ fees and costs, reasonably incurred in connection with such suit.

Resolution of Objections to Claims. (a) If the Indemnifying Person Representative objects per Section 7.5 in writing to any claimLiability Claim made in any Claim Notice within twenty Business Days after delivery of such Claim Notice, the Indemnifying Person Representative and the Indemnified Person Buyer will attempt in good faith during the period of thirty days thereafter to agree upon the rights of Buyer and the respective parties Sellers with respect to each disputed claim. (i) such Liability Claim. If an the Representative and Buyer should so agree, a memorandum setting forth such agreement will be prepared and signed by both the Representative and Buyer. To the extent that a Liability Claim is reached with respect recoverable from the Escrow Fund under Section 6.4, a copy of the memorandum setting forth the agreement will be delivered to claims pursuant the Escrow Agent. The Escrow Agent will be entitled to rely on any such memorandum and will distribute cash to Buyer as soon as practicable from the Escrow Fund. To the extent a Liability Claim is recoverable directly from the Indemnitor under Section 7.1(a): (A) 6.4, Indemnitor will promptly, and in no event later than ten Business Days after the Purchaser shall setoff Representative and Buyer enter into such memorandum, wire transfer to Buyer immediately available funds equal to the agreed upon amount of cash agreed to be delivered to Buyer in the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementmemorandum. (b) If no such agreement can be reached after good good-faith negotiationnegotiation and after fifteen Business Days after delivery of an Objection Notice, a senior representative either Buyer or the Representative (on behalf of the Seller and a senior representative of Indemnitors) (or the Purchaser will meet within ten days of the expiration of such thirty-day period and negotiate in good faith for one full day with applicable Indemnitor) may start an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims arbitration pursuant to Section 7.1(a): (A) 7.13 to resolve the Purchaser shall setoff dispute. To the agreed extent a Liability Claim is recoverable directly from any Indemnitors under Section 6.4, each such Indemnitor will promptly, and in no event later than ten Business Days after such Indemnitor is notified of the final resolution of any dispute in accordance with this Section 6.8(b), wire transfer to Buyer immediately available funds equal to the amount of Losses determined in accordance with this Section 6.8(b), except that if the final resolution provides for the payment of the Losses in another manner, the Indemnitors will make payment of the Losses according to the final resolution. If the amount of the Losses so determined is an estimate, then the Indemnitors will be required to make such payment within ten Business Days of the date that the amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreementfinally determined. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 Holder Representative delivers an Objection Notice to Buyer with respect to any claimLiability Claim made in any Claims Notice, the Indemnifying Person Holder Representative and the Indemnified Person ▇▇▇▇▇ will attempt in good faith during the period of thirty days thereafter to agree upon the rights of Buyer and the respective parties Indemnitors with respect to each disputed such claim. (i) . If the Holder Representative and ▇▇▇▇▇ should so agree, they will enter into an agreement setting forth such rights. To the extent a Liability Claim is reached with respect to claims recoverable directly from any Indemnitors pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (6.3 other than any claim limited by Section 7.2)through the forfeiture of Holdback Shares, then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim each Indemnitor shall, within ten (or any balance thereof10) to the Purchaser within five Business Days of such agreement, either (1) pay to Buyer in cash (on behalf of itself and any other Indemnified Person) its Indemnity Pro Rata Portion of any such shortfall, (2) direct Buyer to cancel a number of shares of Buyer Common Stock held by such Indemnitor equal to such Indemnitor’s Indemnity Pro Rata Portion of any such shortfall divided by the agreement. Buyer Common Stock Price or (ii3) If an agreement is reached with respect to claims pursuant to Section 7.1(bany combination of clauses (1) and (2), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreement. (b) If no such agreement can be reached within thirty (30) days after good faith negotiationdelivery of an Objection Notice, a senior representative either Buyer or the Holder Representative (on behalf of the Seller and Indemnitors) may bring a senior representative of the Purchaser will meet within ten days of the expiration of such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim Legal Proceeding against the then current balance of other to resolve the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation dispute in accordance with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreementthis Article VI. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims To the extent a Liability Claim is recoverable directly from any Indemnitors pursuant to Section 7.1(a6.3, each such Indemnitor will promptly, and in no event later than ten (10) Business Days after the final resolution of any dispute in accordance with this Section 6.7(c), the Purchaser will be entitled either (1) pay to rely Buyer in cash (on a final non-appealable decision behalf of itself and any other Indemnified Person) its Indemnity Pro Rata Portion of the courtamount of Losses determined in accordance with this Section 6.7(b), (2) direct Buyer to cancel a number of shares of Buyer Common Stock held by such Indemnitor equal to such Indemnitor’s Indemnity Pro Rata Portion of the amount of Losses determined in accordance with this Section 6.7 divided by the Buyer Common Stock Price or (3) any combination of clauses (1) and setoff all (2), except that if the final resolution provides for the payment of the Losses against in another manner, then the Holdback Amount Indemnitors will make payment of the Losses according to the extent of any remaining balance thereof in accordance therewith or, if final resolution. If the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the LossesLosses so determined is an estimate, pursue all available remedies against then the Seller Indemnitors will be required to make such payment within ten (other than any claim limited by Section 7.2)10) days of the date that the amount of the Losses is finally determined.

Resolution of Objections to Claims. (a) If the an Indemnifying Person Representative objects per Section 7.5 in writing to any claimLiability Claim made in any Claims Notice within 30 days after delivery of such Claims Notice, the Indemnifying Person Representative and the Indemnified Person Purchaser Parent will attempt in good faith during the period of thirty days thereafter to agree upon the rights of the respective parties Parties with respect to each disputed such claim. . If Indemnifying Representative and Purchaser Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by relevant Parties and (i) If Purchaser Sub may remove and retain from the Indemnification Holdback Fund an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of cash equal to the Loss from amount agreed to be delivered to Purchaser Sub in the indemnification claim against the then current balance of the Holdback Amount; or memorandum, and (Bii) if the Indemnification Holdback Amount has been paid or the remaining balance of the Holdback Amount Fund is not sufficient to satisfy cover such amount, within 10 days of entering into such memorandum, each Seller that is required to indemnify the full agreed upon amount Liability Claim will wire transfer to Purchaser Sub immediately available funds equal to its pro rata portion (determined in proportion to such indemnifying Sellers’ respective Holdback Percentages) of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementsuch shortfall. (b) If no such agreement can be reached after good good-faith negotiationnegotiation and after 30 days after delivery of an Objection Notice, a senior representative either Purchaser Parent on behalf of Purchaser Parent and Purchaser Sub or the Indemnifying Representative on behalf of the Sellers or an individual Seller and as applicable may bring an action against the other to resolve the dispute. To the extent that a senior representative of the Purchaser will meet within ten days of the expiration of such thirty-day period and negotiate in good faith for Indemnitee is permitted under this Article VIII to seek recovery directly against one full day with an impartial mediator in New Yorkor more Sellers, New York. then (i) If Purchaser Sub may remove and retain from the Indemnification Holdback Fund an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of cash equal to the Loss from the indemnification claim against the then current balance of the Holdback Amount; or Losses that are finally resolved to be recoverable under Article VIII, and (Bii) if the Indemnification Holdback Amount has been paid or the remaining balance of the Holdback Amount Fund is not sufficient to satisfy cover such amount, each Seller that is required to indemnify the Liability Claim will promptly, and in no event later than 10 days after the final resolution of any dispute in accordance with this Section 8.8, wire transfer to Purchaser Sub immediately available funds equal to its pro rata portion (determined in proportion to such indemnifying Sellers’ respective Holdback Percentages) of any such shortfall, provided that with respect to Losses related to the representations and warranties made by any such Seller pursuant to Section 3.1 (or any certification to the extent related to any such representations and warranties), such Seller will wire transfer to Purchaser Sub immediately available funds equal to the full agreed upon amount of Losses determined in accordance with this Section 8.8. If the amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2)Losses so determined is an estimate, then the applicable Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) will be required to the Purchaser make such payment within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay date that the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreementsuch Losses is finally determined. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).

Resolution of Objections to Claims. (a) If the Indemnifying an Indemnified Person objects per Section 7.5 in writing to any claimLiability Claim made in any Claims Notice within 30 days after delivery of such Claims Notice, the Indemnifying Person Parent and the Indemnified Person Buyer will attempt in good faith during the period of thirty days thereafter to agree upon the rights resolution of each such Claim. If Parent and Buyer should so agree, they will execute and deliver a memorandum setting forth such agreement. To the extent that a Liability Claim is recoverable from the Escrow Fund under Section 8.4, a copy of the respective parties memorandum setting forth the agreement will be delivered to the Escrow Agent. The Escrow Agent will be entitled to rely on any such memorandum and will distribute cash as soon as practicable from the Escrow Fund in accordance with respect the terms thereof. To the extent a Liability Claim is recoverable directly from Buyer, Seller and/or Parent under Section 8.4, the Parent, in case the Liability Claim was made by a Buyer Indemnified Party or Buyer in case the Liability Claim was made by a Seller Indemnified Party, will promptly and in no event later than ten days after the entrance by the Parent and the Buyer into such memorandum, wire transfer to each disputed claim. (i) If an agreement is reached with respect Buyer immediately available funds equal to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of cash agreed to be delivered to Buyer in the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementmemorandum. (b) If no such agreement can be reached before the 30th day after good faith negotiationdelivery of an Objection Notice, a senior representative either Buyer or Parent (on behalf of the relevant Indemnified Person) may bring an Action against the other to resolve the dispute in accordance with Section 9.9. To the extent a Liability Claim is recoverable directly from Seller or Parent under Section 8.4, Parent will promptly and a senior representative in no event later than ten days after Parent is notified of the Purchaser final resolution of any dispute in accordance with this Section 8.8(b), wire transfer to Buyer immediately available funds the amount of Losses determined in accordance with this Section 8.8(b), except that if the final resolution provides for the payment of the Losses in another manner, Parent will meet make payment of the Losses according to the final resolution. If the amount of the Losses so determined is an estimate, then Parent will be required to make such payment within ten days of the expiration of such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) date that the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount Losses is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreementfinally determined. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).

Resolution of Objections to Claims. (a) If the Indemnifying Person Seller objects per Section 7.5 in writing to any claimLiability Claim made in any Claims Notice within 30 Business Days after delivery of such Claims Notice, the Indemnifying Person Seller and the Indemnified Person Purchaser will attempt negotiate in good faith during the period of thirty days thereafter to agree upon the rights of the respective parties with respect to each disputed claim. (i) such Liability Claim. If an Seller and Purchaser should so agree, a memorandum setting forth such agreement will be prepared and would need to be signed by both Parties to be enforceable. To the extent that a Liability Claim is reached with respect recoverable from the Escrow Fund under Section 6.4, a copy of the memorandum setting forth the agreement will be delivered to claims pursuant the Escrow Agent. The Escrow Agent will be entitled to rely on any such memorandum and will distribute cash to Purchaser as soon as practicable from the Escrow Fund. To the extent a Liability Claim is recoverable directly from the Indemnitor under Section 7.1(a): (A) 6.4, Indemnitor will promptly, and in no event later than 10 Business Days after Seller and Purchaser enter into such memorandum, wire transfer to Purchaser immediately available funds equal to the Purchaser shall setoff the agreed upon amount of cash agreed to be delivered to Purchaser in the memorandum or, in the case of a Loss recoverable under Section 6.4(c), instruct the Escrow Agent to pay to Purchaser the relevant amount otherwise releasable from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient Escrow Fund to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreementsuch Indemnitor. (b) If no such agreement can be reached after good good-faith negotiationnegotiation and after 30 Business Days after delivery of an Objection Notice, a senior representative either Purchaser or Seller (on behalf of the Seller Indemnitors) (or the applicable Indemnitor) may bring an Action against the other to resolve the dispute. To the extent a Liability Claim is recoverable directly from any Indemnitors under Section 6.4, each such Indemnitor will promptly, and a senior representative in no event later than 30 Business Days after such Indemnitor is notified of the final resolution of any dispute in accordance with this Section 6.8(b), wire transfer to Purchaser will meet within ten days immediately available funds equal to the amount of Losses determined in accordance with this Section 6.8(b), except that if the final resolution provides for the payment of the expiration Losses in another manner, the Indemnitors will make payment of the Losses according to the final resolution. If the amount of the Losses so determined is an estimate, then the Indemnitors will be required to make such thirty-day period and negotiate in good faith for one full day with an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) payment within 10 Business Days of the Purchaser shall setoff date that the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreementfinally determined. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Seller Agent shall not object in writing within the thirty (30)-day period after receipt of a Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Claim Notice (a “Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Seller Agent that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Claim Notice, subject to the limitations set forth in Section 7.5 8.3. In such event, Parent shall be entitled to any claimdeduct from the Indemnity Holdback an amount of cash equal to the Losses set forth in such Claim Notice, subject to the limitations set forth in Section 8.3. (b) If the Seller Agent shall deliver a Claim Objection Notice in accordance with Section 8.6(a) within thirty (30) days after delivery of such Claim Notice, the Indemnifying Person Seller Agent and the Indemnified Person will Parent shall attempt in good faith during the for a period of thirty sixty (60) days thereafter after Parent’s receipt of such Claim Objection Notice to agree upon the rights of the respective parties with respect to each disputed claimof such claims. If the Seller Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. (i) If an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreement. (bc) If no such agreement can be reached after during the sixty (60)-day period for good faith negotiation, a senior representative of the Seller and a senior representative of the Purchaser will meet within ten days of but in any event upon the expiration of such thirty-day period and negotiate sixty (60)-day period, either Parent or the Seller Agent may bring an action in good faith for one full day accordance with an impartial mediator in New York, New Yorkthe terms of Section 9.10. (id) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser Parent shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely on a final non-appealable decision permanently retain and not issue, as applicable, from the Indemnity Holdback in respect of the courtLosses set forth in such instruction, and setoff all Losses against memorandum or decision referenced in this Section 8.6, a number of Indemnity Holdback Shares equal to such Losses, divided by the Holdback Amount Parent Stock Price. Should the amount held in the Indemnity Holdback, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party by the Indemnifying Parties in accordance with such instruction, memorandum or decision, then, subject to the extent limitations set forth in Section 8.3, each Indemnifying Party shall, within ten (10) Business Days following the date of any remaining balance thereof such instruction, memorandum or decision referenced in accordance therewith orthis Section 8.6, if pay to the Holdback Amount has been paid or the remaining balance Indemnified Party, such Indemnifying Parties’ Pro Rata Share of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2)such shortfall in cash.

Resolution of Objections to Claims. (a) If the Indemnifying Person PPS Agent or NBT, as applicable, does not contest, by written notice to Purchaser, any claim or claims by Purchaser made in any Claim Certificate within the 45-day period following receipt of the Claim Certificate, then the Escrow Agent shall, within three Business Days of Purchaser’s written certification, distribute to Purchaser an amount of cash and/or number of shares of Purchaser Stock (the value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or an amount of cash from the NBT Indemnity Escrow Fund, as applicable, 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. (b) If the PPS Agent or NBT, as applicable, objects per Section 7.5 in writing to any claimclaim or claims by Purchaser made in any Claim Certificate within the 45-day period set forth in Section 7.6(a), the Indemnifying Person Purchaser and the Indemnified Person will PPS Agent or NBT, as applicable, shall attempt in good faith during for 45 days after Purchaser’s receipt of such written objection to resolve such objection. If Purchaser and the period PPS Agent or NBT, as applicable, shall so agree, a joint written instruction setting forth such agreement shall be prepared, signed by Purchaser and the PPS Agent or NBT, as applicable, and delivered to the Escrow Agent. Upon receipt of thirty days thereafter such instruction, the Escrow Agent shall distribute to agree upon Purchaser an amount of cash and/or a number of shares of Purchaser Stock (the rights value thereof being based on the Purchaser Stock Price) from the PPS Indemnity Escrow Fund or cash from the NBT Indemnity Escrow Fund, as applicable, in accordance with the terms of the respective parties with respect to each disputed claimsuch joint written instruction. (i) If an agreement is reached with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the agreement. (ii) If an agreement is reached with respect to claims pursuant to Section 7.1(b), then the Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the agreement. (bc) If no such agreement can be reached after during the 45-day period for good faith negotiationnegotiation set forth in Section 7.6(b), a senior representative of the Seller and a senior representative of the Purchaser will meet within ten days of but in any event upon the expiration of such thirty45-day period period, either, on the one hand, Purchaser or, on the other hand, the PPS Agent or NBT, as applicable, may commence Dispute Resolution in accordance with Section 8.13. The decision of the arbitrator in such Dispute Resolution as to the validity and negotiate amount of any claim in good faith for one full day with an impartial mediator in New Yorksuch Claim Certificate shall be non-appealable, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) binding and conclusive upon the parties hereto and the PPS Stockholders, and Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) to the Purchaser within five Business Days of the mediated agreement. (ii) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreement. (c) If no agreement can be reached after good faith mediation, Section 8.4 will be followed. With respect to claims pursuant to Section 7.1(a), the Purchaser will be entitled to rely instruct the Escrow Agent to distribute to Purchaser an amount of cash and/or number of shares of Purchaser Stock (the value thereof being based on a final non-appealable decision of the courtPurchaser Stock Price) from the PPS Indemnity Escrow Fund or cash from the NBT Indemnity Escrow Fund, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof as applicable, in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2)therewith.

Resolution of Objections to Claims. (a) If the Indemnifying Person objects per Section 7.5 Stockholders’ Agent does not contest, by written notice to Acquirer (with a copy to the Escrow Agent to the extent the Escrow Fund is still in place), any claimclaim or claims by Acquirer made in any Claim Certificate within thirty (30) Business Days after any such Claim Certificate is received by both the Stockholders’ Agent and ▇▇▇▇ Sparta, the Indemnifying Person and the Indemnified Person will attempt in good faith during the period of thirty days thereafter to agree upon the rights of the respective parties with respect to each disputed claim. then (i) If an agreement is reached with respect the Stockholders’ Agent will be deemed to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed upon amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2), then the Seller shall pay the agreed upon amount of the Loss from the indemnification claim (or any balance thereof) have objected to the Purchaser within five Business Days recovery by the Acquirer Indemnified Person of any Indemnifiable Damages specified in the agreement. Claim Certificate and (ii) If an agreement the Acquirer may re-deliver (with a copy to the Escrow Agent to the extent the Escrow Fund is reached still in place) to each of (i) the Stockholders’ Agent and (ii) ▇▇▇▇ Sparta, in each case in accordance with respect to claims pursuant to Section 7.1(b)10.2, then the Purchaser shall pay the agreed upon amount a copy of the Loss from Claim Certificate together with a notice (the indemnification claim “Second Notice”) stating in bold, capitalized font at the top of such notice: “THIS NOTICE CONTAINS A SECOND DELIVERY OF THE CLAIM CERTIFICATE. IF THE STOCKHOLDERS’S AGENT DOES NOT CONTEST, BY WRITTEN NOTICE TO ACQUIRER, ANY CLAIM OR CLAIMS BY ACQUIRER CONTAINED IN THE ATTACHED CLAIM CERTIFICATE WITHIN [INSERT DATE THAT IS TEN (other than any claim limited by Section 7.210) to the Seller within five Business Days of the agreementBUSINESS DAYS FOLLOWING RECEIPT BY BOTH THE STOCKHOLDERS’ AGENT AND ▇▇▇▇ SPARTA OF THE SECOND NOTICE], THEN THE STOCKHOLDERS’ AGENT WILL BE DEEMED TO HAVE CONSENTED, ON BEHALF OF ALL EFFECTIVE TIME HOLDERS, TO THE RECOVERY BY THE ACQUIRER INDEMNIFIED PERSON OF THE FULL AMOUNT OF INDEMNIFIABLE DAMAGES SPECIFIED IN THE ATTACHED CLAIM CERTIFICATE.” (b) If no such agreement can be reached after good faith negotiationthe Stockholders’ Agent does not contest, by written notice to Acquirer (with a senior representative of copy to the Seller and a senior representative of Escrow Agent to the Purchaser will meet extent the Escrow Fund is still in place), any claim or claims by Acquirer made in the Claim Certificate within ten days of (10) Business Days after any such Second Notice is received by both the expiration of such thirty-day period Stockholders’ Agent and negotiate in good faith for one full day with an impartial mediator in New York, New York. (i) If an agreement is reached through mediation with respect to claims pursuant to Section 7.1(a): (A) the Purchaser shall setoff the agreed amount of the Loss from the indemnification claim against the then current balance of the Holdback Amount; or (B) if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full agreed upon amount of the Loss for the indemnification claim (other than any claim limited by Section 7.2)▇▇▇▇ Sparta, then the Seller shall pay Stockholders’ Agent will be deemed to have consented, on behalf of all Effective Time Holders, to the agreed upon recovery by the Acquirer Indemnified Person of the full amount of Indemnifiable Damages specified in the Loss from Claim Certificate, including the indemnification claim (or any balance thereof) forfeiture of such amount of Escrow Cash equal to such Indemnifiable Damages, and, without further notice, to have stipulated to the Purchaser within five Business Days entry of a final judgment for Indemnifiable Damages against the mediated agreement. (ii) If an agreement Effective Time Holders for such amount in any court having jurisdiction over the matter where venue is reached through mediation with respect to claims pursuant to Section 7.1(b), then Purchaser shall pay the agreed upon amount of the Loss from the indemnification claim (other than any claim limited by Section 7.2) to the Seller within five Business Days of the mediated agreementproper. (c) If no agreement can be reached after the Stockholders’ Agent objects in writing to any claim or claims by Acquirer made in any Claim Certificate within the 30 Business Day period or 10 Business Day period above, as applicable Acquirer and the Stockholders’ Agent shall attempt in good faith mediation, Section 8.4 will be followedfor 30 Business Days after Acquirer’s receipt of such written objection to resolve such objection. With respect to claims pursuant to Section 7.1(a), If Acquirer and the Purchaser will be entitled to rely on a final non-appealable decision of the court, and setoff all Losses against the Holdback Amount to the extent of any remaining balance thereof in accordance therewith or, if the Holdback Amount has been paid or the remaining balance of the Holdback Amount is not sufficient to satisfy the full amount of the Losses, pursue all available remedies against the Seller (other than any claim limited by Section 7.2).Stockholders’ Agent shall