Common use of Response to a Demand Clause in Contracts

Response to a Demand. A Notified Party may reply to a Demand made under Section 8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Escrow Agent a notice disputing such Demand within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative gives notice that such Demand is uncontested, then the Escrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c).

Response to a Demand. A Notified (i) The Indemnifying Party may reply shall respond to a Demand made under Section 8.6(a9.5(a) hereof by written notice (a “Response”) given to Indemnitee the Indemnified Party and, if a Buyer Indemnified Party the Escrow Agreement has not terminated and Parent is the IndemniteeIndemnified Party, copying the Escrow Agent, within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”), which notice Response shall state (i) whether such Notified the Indemnifying Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (iiiii) if such Notified the Indemnifying Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (iii) If a Buyer any Indemnified Parent Party is the IndemniteeIndemnified Party, the Escrow Agreement has not terminated terminated, and if the Securityholder Shareholder Representative does not give Buyer Parent and the Escrow Agent a notice disputing such Demand specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) , or if the Securityholder Shareholder Representative gives notice that such Demand is uncontested, then Parent and the Shareholder Representative shall deliver joint instructions directing the Escrow Agent shall promptly to release from the Indemnification Escrow Funds Amount and deliver to Buyer Parent the amount of the Losses stated in the Demand. If the notice Response from the Securityholder Shareholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 9.2 of this Agreement and the remaining portion of the Demand is disputed, Parent and the Shareholder Representative shall deliver joint instructions directing the Escrow Agent shall promptly to disburse to Buyer Parent only such amounts from the Indemnification Escrow Funds Amount as are allocable to mutually agreed Losses, the undisputed portion of the Demand and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c9.5(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c).

Response to a Demand. A Notified Party The Indemnification Representative may reply to a the Demand made under Section 8.6(a8.2(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, Compensated Person and the Escrow Agent, which notice shall state (i) whether such Notified Party the Indemnification Representative agrees or disagrees that the claim asserted by Indemnitee the Compensated Person is a valid claim under this Agreement, (ii) whether such Notified Party Agreement and agrees or disagrees with respect to the amount of the Losses Damages in such Demand and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such LossesDemand. If, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Escrow Agent a notice disputing such Demand within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) ), the Indemnification Representative does not give to the Compensated Person and the Escrow Agent a notice which asserts that a dispute exists with respect to such Demand specifying the nature and amount of such dispute or if the Securityholder Indemnification Representative gives notice that such the Demand is uncontested, then the Escrow Agent shall promptly release from the Indemnification Escrow Funds Fund and deliver to Buyer the Compensated Person such number of Escrow Shares as shall equal the amount of the Losses stated Damages claimed, and the Escrow Fund shall be reduced to the extent thereof, with each Company Stockholder’s percentage of the Escrow Fund reduced in proportion to his, her or its ownership interest in the DemandEscrow Shares (his, her or its “Pro Rata Share”). If the notice from the Securityholder Indemnification Representative admits that a portion of the Demand is a valid claim under Section 8.2 8.1 of this Agreement and the remaining a portion of the Demand is disputed, the Escrow Agent shall promptly disburse the number of Escrow Shares to Buyer only such amounts from the Indemnification Escrow Funds as Compensated Person for the Damages which are allocable to mutually agreed Losses, upon (the “Undisputed Portion”) and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c8.2(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c).

Response to a Demand. A Notified Party The Indemnitor may reply to a Demand made under Section 8.6(a8.5(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party the Indemnitor agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (iiiii) if such Notified Party Indemnitor disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative Indemnitor does not give Buyer and the Escrow Agent Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative Indemnitor gives notice that such Demand is uncontested, ; then the Escrow Agent shall promptly release from the Indemnification Escrow Funds Indemnitor shall, subject to Sections 8.3 and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed8.4 above, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, the Indemnitee in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten fifteen (1015) Business Days days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer the Indemnitor admits that a portion of the Demand is a valid claim under Section 8.3 8.2 and the remaining portion of the Demand is disputed, Buyer the Indemnitor shall pay to such Company Securityholder or the Securityholder Representative, as applicable, Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten fifteen (1015) Business Days days of delivery of [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the earlier Securities Act of the expiration of such Indemnity Notice Period or 1933, as amended. Confidential treatment has been requested with respect to this information. such notice from Buyerthe Indemnitor, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c8.5(c).

Response to a Demand. A Notified Party may reply to a Demand made under Section 8.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Escrow Agent a notice disputing such Demand within thirty (30) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative gives notice that such Demand is uncontested, then the Escrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer ▇▇▇▇▇ does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer ▇▇▇▇▇ admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c).

Response to a Demand. A Notified Party The Indemnitor may reply to a Demand made under Section 8.6(a7.7(a) hereof by written notice given to the Indemnitee and, if a Buyer Indemnified Party the Seller is the IndemniteeIndemnitor and the Escrow Agreement has not terminated, the Escrow Agent, which notice shall state (i) whether such Notified Party Indemnitor agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party Agreement and agrees or disagrees with respect to the amount of the Losses in such Demand and (iiiii) if such Notified Party Indemnitor disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. (i) If a Buyer Indemnified Party the Indemnitor does not give the Indemnitee and, if the Seller is the Indemnitee, Indemnitor and the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and terminated, the Escrow Agent a notice disputing such Demand within thirty forty five (3045) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative Indemnitor gives notice that such Demand is uncontested, then then: (x) if Seller is the Indemnitor and the Escrow Agreement has not terminated, the Escrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand (to the extent that such losses do not exceed the Escrow Funds); (y) if Buyer is the Indemnitor, Buyer shall pay Seller the amount of Losses stated in the Demand. If If (1) Seller is the Indemnitor and the Escrow Agreement has not terminated, and the notice from the Securityholder Representative Seller admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement 7.2 and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses (to the extent that such agreed Losses (2) If Buyer is the Indemnitor, and the notice from Buyer admits that a portion of the Demand is a valid claim under Section 7.3 and the remaining portion of the Demand is disputed, Buyer shall pay to Seller only such amounts as are allocable to mutually agreed Losses (subject to the limitations negotiated in Section 7.6), and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c7.7(c). (ii) If any Company Securityholder or the Securityholder Representative either (A) Seller is the Indemnitee Indemnitor and either (1) the Escrow Agreement has not terminated and the Losses payable pursuant to Section 7.7(b)(i) above exceed the Escrow Funds, or (2) the Escrow Agreement has terminated (subject to the limitations on indemnification sect forth in Section 7.6) or (B) Buyer is the Indemnitor, and the Indemnitor does not give the Securityholder Representative Indemnitee a notice disputing such Demand and specifying the nature and amount of such dispute within the Indemnity Notice Period disputing such Demand or the Indemnitor gives notice that such Demand or a portion thereof is uncontested; then, then Buyer in the case of (A) or (B) above, the Indemnitor shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, the Indemnitee in cash an amount equal to the value of the Losses 62 NY\7370590.17 (and in the case of clause (A) above, less any amounts received by Buyer from the Escrow Funds with respect to such Losses) stated in the Demand within ten fifteen (1015) Business Days days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer the Indemnitor admits that a portion of the Demand is a valid claim under Section 8.3 7.2 and the remaining portion of the Demand is disputed, Buyer the Indemnitor shall pay to such Company Securityholder or the Securityholder Representative, as applicable, Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses (and in the case of clause (A) above, less any amounts received by Buyer from the Escrow Funds with respect to such Losses) within ten fifteen (1015) Business Days days of the earlier delivery of the expiration of such Indemnity Notice Period or such notice from Buyerthe Indemnitor, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c7.7(c).

Response to a Demand. A Notified Party may reply to a Demand made under Section 8.6(a9.6(a) hereof by written notice given to Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, the Escrow Agent, which notice shall state (i) whether such Notified Party agrees or disagrees that the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether such Notified Party agrees or disagrees with respect to the amount of the Losses in such Demand Demand, specifying the amount of the agreement and the disagreement and (iii) if such Notified Party disagrees with either the validity of such claim or the amount of such Losses, the basis for such disagreement. . Subject to Sections 9.4 and 9.5, if (iA) If a Buyer Indemnified Party is the Indemnitee or (B) the Seller or Equityholder Indemnitors are the Indemnitee, and in either case the Escrow Agreement has not terminated and the Securityholder Representative Notified Party does not give Buyer and the Escrow Agent Indemnitee a notice disputing such Demand within thirty sixty (3060) days after receipt of the Demand (the “Indemnity Notice Period”) or if the Securityholder Representative gives notice that such Demand is uncontested, then the Escrow Agent shall promptly release from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demand. If the notice from the Securityholder Representative admits that a portion of the Demand is a valid claim under Section 8.2 of this Agreement and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer then, the Seller and the Equityholder Indemnitors in accordance with their respective Pro Rata Shares (severally and not jointly), or Buyer, as applicable, shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, the Indemnitee in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten fifteen (1015) Business Days days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer the Notified Party admits that a portion of the Demand is a valid claim under Section 8.3 9.2 or 9.3 of this Agreement, as applicable, and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder the Seller and/or the Equityholder Indemnitors in accordance with their respective Pro Rata Shares (severally and not jointly), or the Securityholder RepresentativeBuyer, as applicable, shall pay to the Indemnitee in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten the fifteen (1015) Business Days days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyerthat the Demand is uncontested, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c9.6(c).

Response to a Demand. A Notified Party The Stockholder Representative may reply to a Demand made under Section 8.6(a) hereof by written notice given to the PTC Indemnitee and, if a Buyer Indemnified Party is the Indemnitee, making such Demand and to the Escrow Agent, which notice shall state (i) whether such Notified Party the Stockholder Representative agrees or disagrees that such PTC Indemnitee is entitled to indemnification under this Agreement for all or any part of the claim asserted by Indemnitee is a valid claim under this Agreement, (ii) whether in such Notified Party Demand and agrees or disagrees with respect to the amount of the indemnifiable Losses asserted in such Demand Demand, and (iii) if such Notified Party disagrees with either which specifies the validity of such claim or nature and the amount of any such Lossesdispute (a "Contest Notice"). If, the basis for such disagreement. within twenty (i) If a Buyer Indemnified Party is the Indemnitee, the Escrow Agreement has not terminated and the Securityholder Representative does not give Buyer and the Escrow Agent a notice disputing such Demand within thirty (3020) days after receipt of the Demand (the “Indemnity "Contest Notice Period”) "), the Stockholder Representative does not deliver a Contest Notice in compliance with the foregoing or if gives a notice to the Securityholder Representative gives notice that PTC Indemnitee making such Demand that the Demand is uncontestedundisputed in whole or in part, then the Indemnifying Party(ies) shall thereupon pay to the PTC Indemnitee making such Demand the amount of the undisputed portion of the Losses asserted in such Demand (which amount shall be satisfied solely from the Escrow Funds available under the Escrow Agreement), and the Escrow Agent shall promptly release disburse such amount from the Indemnification Escrow Funds and deliver to Buyer the amount of the Losses stated in the Demandsuch PTC Indemnitee. If the notice from the Securityholder Representative admits that a Any portion of any Demand that is disputed in a Contest Notice properly delivered within the Demand is applicable Contest Notice Period shall be considered a valid claim under Section 8.2 of this Agreement "Disputed Claim" and the remaining portion of the Demand is disputed, the Escrow Agent shall promptly disburse to Buyer only such amounts from the Indemnification Escrow Funds as are allocable to mutually agreed Losses, and the disputed portion of such Demand shall be resolved in accordance with the dispute resolution provisions of Section 8.6(c8.3(c). (ii) If any Company Securityholder or the Securityholder Representative is the Indemnitee and Buyer does not give the Securityholder Representative a notice within the Indemnity Notice Period disputing such Demand or gives notice that such Demand is uncontested, then Buyer shall deliver payment to such Company Securityholder or Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses 62 NY\7370590.17 stated in the Demand within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or notice that the Demand is uncontested. If the notice from Buyer admits that a portion of the Demand is a valid claim under Section 8.3 and the remaining portion of the Demand is disputed, Buyer shall pay to such Company Securityholder or the Securityholder Representative, as applicable, in cash an amount equal to the value of the Losses as are allocable to mutually agreed upon Losses within ten (10) Business Days of the earlier of the expiration of such Indemnity Notice Period or such notice from Buyer, and the disputed portion of such Demand shall be resolved in accordance with Section 8.6(c).