Common use of Claims for Reimbursement Clause in Contracts

Claims for Reimbursement. In the event that any Indemnified Party suffers any Loss (as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relate, such Person shall give the relevant Indemnifying Party prompt written notice of the nature and amount of such Loss and the Indemnified Party's claim for reimbursement therefor and if such Loss is with respect to a third party claim, accompanied by a copy of the written notice from the third party claimant. The Indemnified Party shall have 30 days from the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said 30-day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes the nature, validity or amount of said claim, such relevant Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day period, and the parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such dispute. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but not later than the expiration of said 30-day period) reimburse the Indemnifying Party for such Loss. In the event that the relevant Indemnified Party disputes only the amount of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that the Buyer Interests or the Seller Interests shall have suffered any Indemnified Party suffers any Loss Damages (as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relate, such Person the Buyer Interests or the Seller Interests, as the case may be (the "Indemnified Party"), shall give Seller or Buyer, as the relevant case may be (the "Indemnifying Party Party"), prompt written notice of the nature and amount of such Loss Damages and the Indemnified Party's claim for reimbursement therefor and if such Loss is with respect to a third party claim, accompanied by a copy of the written notice from the third party claimanttherefor. The Indemnified Indemnifying Party shall have 30 thirty (30) days from the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said 30-day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Indemnifying Party shall have reasonable access, during normal business hourshours and upon prior notice, to the books and records of the Indemnified Party for the purpose of such investigationinvestigation in accordance with the provisions of Sections 12.1 or 12.2 hereof. In the event that the relevant Indemnifying Party disputes shall dispute the nature, validity or amount of said claim, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day period, and the parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such dispute. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day period) , reimburse the Indemnifying Indemnified Party in full for any such LossDamages, as set forth in the Indemnified Party's notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that any of the Buying Interests or the Selling Interests shall have (i) suffered any Loss, or (ii) received any notice of the commencement of any action, proceeding or investigation or the making of any claim or demand by a third party (a “Third Party Claim”), in each case, in respect of which indemnification may be sought by such party pursuant to this Article 11, the party who shall have suffered such Loss or received such notice of such Third Party Claim and who shall seek indemnification in respect thereof (the “Indemnified Party”) shall give either UNOVA (if the Indemnified Party suffers any Loss is a Buying Interest), or Mainco or Purchaser (if the Indemnified Party is a Selling Interest), as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relatecase may be (the “Indemnifying Party”), such Person shall give the relevant Indemnifying Party prompt written notice of the nature and amount of such Loss or Third Party Claim setting forth in reasonable detail such information as it shall have pertaining thereto and the Indemnified Party's claim ’s demand for reimbursement therefor and indemnification in respect thereof. In the case of Third Party Claims, written notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder if (i) such Loss is with respect failure to a third party claim, accompanied by a copy give timely notice does not materially affect the ability or right of the written Indemnifying Party to participate in the defense of such Third Party Claim and the Indemnifying Party is not otherwise materially prejudiced thereby, and (ii) actual notice from is given to the third party claimantIndemnifying Party within a reasonable time. The Indemnified Indemnifying Party shall have 30 days from the date of receipt of said notice (the “Investigation Period”) to investigate and dispute the nature, validity or amount of any such claimclaim of Loss or Third Party Claim. During said 30-day periodthe Investigation Period, representatives the Indemnified Party shall cooperate with the Indemnifying Party for the purpose of one law firm and one accounting firm designated such investigation and, without limitation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the relevant Indemnified Party to substantiate the Indemnified Party’s claim and the Indemnifying Party shall have reasonable access, during normal business hours, to the books books, records and records other documents of the Indemnified Party relating to such claim and shall have the right to take copies at its expense of such relevant books, records and documents for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes shall dispute the nature, validity or amount of said claima claim hereunder, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day periodthe Investigation Period, and the parties relevant Parties shall attempt meet promptly thereafter and in good faith attempt to resolve such dispute. If To the extent that such Parties cannot resolve any dispute by agreement within 21 days following such notice of dispute, such dispute is not shall be resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of pursuant to Section 6.5 hereof shall apply to such dispute11.5. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day period) the Investigation Period, reimburse the Indemnifying Indemnified Party in full (subject to the limitations of Section 8.3 and Section 11.6) for such Loss, as set forth in the notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount (and not the validity) of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the any undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that the Buyer Interests or the VCD Interests shall have suffered any Indemnified Party suffers any Loss Damages (as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relate, such Person the party seeking indemnity hereunder (the "Indemnified Party"), shall give the relevant party from whom indemnity is sought (the "Indemnifying Party Party"), prompt written notice of the nature and amount of such Loss Damages and the Indemnified Party's claim for reimbursement therefor and if such Loss is with respect to a third party claim, accompanied by a copy of the written notice from the third party claimanttherefor. The Indemnified Indemnifying Party shall have 30 thirty (30) days from the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said 30-day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Indemnifying Party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes shall dispute the nature, validity or amount of said claim, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day period, and the parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such dispute. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day period) , reimburse the Indemnifying Indemnified Party in full for any such LossDamages, as set forth in the Indemnified Party's notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that any of the Buying Indemnified Parties or the Selling Indemnified Parties shall have (i) suffered any Loss, or (ii) received any notice of the commencement of any action, proceeding or investigation or the making of any claim or demand by a third party (a “Third Party Claim”), in each case, in respect of which indemnification may be sought by such party pursuant to this Article 11, the party who shall have suffered such Loss or received such notice of such Third Party Claim and who shall seek indemnification in respect thereof (the “Indemnified Party”) shall give either UNOVA (if the Indemnified Party suffers any Loss is a Buying Indemnified Party), or Buyer US (if the Indemnified Party is a Selling Indemnified Party), as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relatecase may be (the “Indemnifying Party”), such Person shall give the relevant Indemnifying Party prompt written notice of the nature and amount of such Loss or Third Party Claim setting forth in reasonable detail such information as it shall have pertaining thereto and the Indemnified Party's claim ’s demand for reimbursement therefor and indemnification in respect thereof. In the case of Third Party Claims, written notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder if (i) such Loss is with respect failure to a third party claim, accompanied by a copy give timely notice does not materially affect the ability or right of the written Indemnifying Party to participate in the defense of such Third Party Claim and the Indemnifying Party is not otherwise materially prejudiced thereby, and (ii) actual notice from is given to the third party claimantIndemnifying Party within a reasonable time. The Indemnified Indemnifying Party shall have 30 days from the date of said receipt of such notice (the “Investigation Period”) to investigate and dispute the nature, validity or amount of any such claimclaim of Loss or Third Party Claim. During said 30-day periodthe Investigation Period, representatives the Indemnified Party shall cooperate with the Indemnifying Party for the purpose of one law firm and one accounting firm designated such investigation and, without limitation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the relevant Indemnified Party to substantiate the Indemnified Party’s claim and the Indemnifying Party shall have reasonable access, during normal business hours, to the books books, records and records other documents of the Indemnified Party relating to such claim and shall have the right to take copies at its expense of such relevant books, records and documents for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes shall dispute the nature, validity or amount of said claima claim hereunder, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day periodthe Investigation Period, and the parties relevant Parties shall attempt meet promptly thereafter and in good faith attempt to resolve such dispute. If To the extent that such Parties cannot resolve any dispute by agreement within 21 days following such notice of dispute, such dispute is not shall be resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of pursuant to Section 6.5 hereof shall apply to such dispute12.11. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day period) the Investigation Period, reimburse the Indemnifying Indemnified Party in full (subject to the limitations of Section 11.6) for such Loss, as set forth in the notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount (and not the validity) of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the any undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In If any of the event that any Indemnified Party suffers Buying Interests or the ------------------------ Selling Interests shall have suffered any Loss or received any notice of the commencement of any action, proceeding or investigation or the making of any claim or demand by a third party (as hereinabove defineda "Third-Party Claim"), in each case, in respect of which indemnification may be sought by such party pursuant to this Article V, the party who shall have suffered such Loss or received such notice of such Third-Party Claim and who shall seek indemnification in respect thereof (the "Indemnified Party") with respect to any liability or claim to which the foregoing indemnities relate, such Person shall give Buyer, ZixIt, Company or Selling Shareholder, as the relevant case may be (the "Indemnifying Party Party"), prompt written notice of the nature and amount of such Loss or Third-Party Claim setting forth in reasonable detail such information as it shall have pertaining thereto and the Indemnified Party's claim demand for reimbursement therefor and if such Loss is with indemnification in respect to a third party claim, accompanied by a copy of the written notice from the third party claimant. The Indemnified Party shall have 30 days from the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said 30-day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party for the purpose of such investigationthereof. In the event case of Third-Party Claims, written notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, -------- ------- that the relevant failure of any Indemnified Party to give timely notice shall not affect its rights to indemnification hereunder if such failure to give timely notice does not materially affect the ability or right of the Indemnifying Party disputes to defend such Third-Party Claim and the nature, validity or amount of said claim, such relevant Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day period, and the parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved otherwise materially prejudiced thereby and actual notice is given to the Indemnifying Party within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such disputea reasonable time. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day the investigation period) , reimburse the Indemnifying Indemnified Party in full for such Loss, as set forth in the notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount (and not the validity) of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the any undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that any Party shall have (i) suffered any loss or (ii) received any notice of the commencement of any action, investigation or other proceeding, or the making of any claim or demand by a third party (a “Third Party Claim”), in respect of which indemnification may be sought by such Party pursuant to this Article 10 (the “Indemnified Party”), the Indemnified Party suffers any Loss (as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relate, such Person shall give the relevant indemnifying Party (the “Indemnifying Party Party”) prompt written notice of the nature and amount of such Loss loss or Third Party Claim setting forth in reasonable detail such information as it shall have pertaining to such Third Party Claim and the Indemnified Party's claim ’s demand for reimbursement therefor and if such Loss is with indemnification in respect to such Third Party Claim. Written notice of Third Party Claims shall be given to the Indemnifying Party as promptly as practicable (and in any event within thirty (30) days after the service of any initial citation or summons or delivery of a third party claim, accompanied by demand letter). Failure to timely provide such notice of a copy Third Party Claim shall not affect the right of the written notice from Indemnified Party’s indemnification hereunder, except to the third party claimantextent the Indemnifying Party is materially prejudiced by such delay or omission. The Indemnified Indemnifying Party shall have 30 thirty (30) days from the date of said receipt of each such notice (the “Investigation Period”) to investigate and dispute the nature, validity or amount of any such claimThird Party Claim, and acknowledge in writing its obligation to indemnify the Indemnified Party for such Third Party Claim. During said 30-day periodthe Investigation Period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Indemnifying Party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party relating to such Third Party Claim for the purpose of such investigation. If the Indemnifying Party does not acknowledge in writing its obligation to indemnify the Indemnified Party for a Third Party Claim within the Investigation Period, the Indemnifying Party will be deemed to have rejected such Third Party Claim. In the event that the relevant Indemnifying Party disputes the nature, validity or amount of said claima Third Party Claim, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day periodthe Investigation Period, and the parties Indemnified and Indemnifying Parties shall attempt meet promptly after receipt of such notice of dispute and in good faith attempt to resolve such dispute. If such dispute is not resolved by agreement within 10 twenty-one (21) days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such dispute. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but not later than the expiration of said 30-day period) reimburse the Indemnifying Party for such Loss. In the event that the relevant Indemnified Party disputes only the amount of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that any of the Buying Indemnified Parties or the Selling Indemnified Parties shall have (i) suffered any Loss, or (ii) received any notice of the commencement of any action, proceeding or investigation or the making of any claim or demand by a third party (a “Third Party Claim“), in each case, in respect of which indemnification may be sought by such party pursuant to this Article 11, the party who shall have suffered such Loss or received such notice of such Third Party Claim and who shall seek indemnification in respect thereof (the “Indemnified Party“) shall give either UNOVA (if the Indemnified Party suffers any Loss is a Buying Indemnified Party), or Buyer US (if the Indemnified Party is a Selling Indemnified Party), as hereinabove defined) with respect to any liability or claim to which the foregoing indemnities relatecase may be (the “Indemnifying Party“), such Person shall give the relevant Indemnifying Party prompt written notice of the nature and amount of such Loss or Third Party Claim setting forth in reasonable detail such information as it shall have pertaining thereto and the Indemnified Party's claim ’s demand for reimbursement therefor and indemnification in respect thereof. In the case of Third Party Claims, written notice thereof shall be given to the Indemnifying Party as promptly as practicable; provided, however, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder if (i) such Loss is with respect failure to a third party claim, accompanied by a copy give timely notice does not materially affect the ability or right of the written Indemnifying Party to participate in the defense of such Third Party Claim and the Indemnifying Party is not otherwise materially prejudiced thereby, and (ii) actual notice from is given to the third party claimantIndemnifying Party within a reasonable time. The Indemnified Indemnifying Party shall have 30 days from the date of said receipt of such notice (the “Investigation Period“) to investigate and dispute the nature, validity or amount of any such claimclaim of Loss or Third Party Claim. During said 30-day periodthe Investigation Period, representatives the Indemnified Party shall cooperate with the Indemnifying Party for the purpose of one law firm and one accounting firm designated such investigation and, without limitation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the relevant Indemnified Party to substantiate the Indemnified Party’s claim and the Indemnifying Party shall have reasonable access, during normal business hours, to the books books, records and records other documents of the Indemnified Party relating to such claim and shall have the right to take copies at its expense of such relevant books, records and documents for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes shall dispute the nature, validity or amount of said claima claim hereunder, such relevant the Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day periodthe Investigation Period, and the parties relevant Parties shall attempt meet promptly thereafter and in good faith attempt to resolve such dispute. If To the extent that such Parties cannot resolve any dispute by agreement within 21 days following such notice of dispute, such dispute is not shall be resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of pursuant to Section 6.5 hereof shall apply to such dispute12.11. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but promptly, and in any event not later than the expiration of said 30-day period) the Investigation Period, reimburse the Indemnifying Indemnified Party in full (subject to the limitations of Section 11.6) for such Loss, as set forth in the notice. In the event that the relevant Indemnified Indemnifying Party disputes shall dispute only the amount (and not the validity) of the claim, the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the any undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that a party shall have suffered any Indemnified Party suffers any Loss (as hereinabove defined) liability, loss, damage, cost or expense with respect to any liability claim, action, suit or claim proceeding to which it believes the foregoing indemnities relateindemnity relates, such Person that party (the "indemnified party), shall give the relevant Indemnifying Party other party, prompt written notice of the nature and and, if known, amount of such Loss liability, loss, damage, cost or expense and demand for reimbursement made therefor. The party against whom the Indemnified Party's claim for reimbursement therefor and if such Loss is with respect to a third party claim, accompanied by a copy of indemnification shall be made (the written notice from the third party claimant. The Indemnified Party indemnifying party7 shall have 30 thirty (30) days from the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said thirty (30-) day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Party indemnifying party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party indemnified party for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes indemnifying party shall dispute the nature, validity or amount of said claim, such relevant Indemnifying Party it shall give the Indemnified Party indemnified party written notice of such dispute within said 30-day period, and the parties shall attempt in good faith pursuant to resolve such dispute. If such dispute is not resolved within 10 days following receipt of said notice of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such disputeArticle X hereof. In the absence of a dispute, the relevant Indemnifying Party indemnifying party shall promptly (but promptly, and in any event not later than the expiration of said thirty (30-) day period) , reimburse the Indemnifying Party indemnified party in full for any such Lossliability, loss, damage, cost or expense as set forth in the indemnified party's notice. In the event that the relevant Indemnified Party disputes indemnifying party shall dispute only the amount part of the claim, the relevant Indemnifying Party indemnifying party shall, concurrently with the delivery of its their notice of dispute, pay to the Indemnified Party indemnified party the undisputed portion of such claim and the provisions of Section 6.5 hereof shall apply to the disputed portion of such claim. All payments by the Purchaser under this Article VI shall be in cash. All payments by NSAC hereunder may, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunder.

Claims for Reimbursement. In the event that any Indemnified Party suffers either party shall have (i) suffered any Loss or (as hereinabove definedii) with received any notice of the commencement of any action, proceeding or investigation or the making of any claim or demand by a third party (a “Third Party Claim”), in each case, in respect of which indemnification may be sought by such party (the “Indemnitee”) pursuant to any liability or claim to which this Article X, the foregoing indemnities relate, such Person Indemnitor shall give the relevant Indemnifying Party other party (the Indemnitor”) prompt written notice of the nature and amount of such Loss and the Indemnified Party's any claim for reimbursement therefor and if such Loss is or event with respect to which Indemnitee believes it is or may be entitled to indemnification pursuant to Section 10.1 or 10.2 (a third party claim, accompanied by a copy “Notice of the written notice from the third party claimantIndemnification Claim”). The Indemnified Party Notice of Indemnification Claim shall have 30 days from set forth with reasonable specificity (i) the date of said notice to investigate and dispute the nature, validity or amount of any such claim. During said 30-day period, representatives of one law firm and one accounting firm designated by the relevant Indemnified Party shall have reasonable access, during normal business hours, to the books and records of the Indemnified Party for the purpose of such investigation. In the event that the relevant Indemnifying Party disputes the nature, validity or amount of said claim, such relevant Indemnifying Party shall give the Indemnified Party written notice of such dispute within said 30-day periodbasis under this Agreement, and the parties shall attempt in good faith to resolve facts that otherwise form the basis, of such dispute. If such dispute is not resolved within 10 days following receipt Notice of said notice Indemnification Claim, (ii) an estimate of dispute by the Indemnified Party, the provisions of Section 6.5 hereof shall apply to such dispute. In the absence of a dispute, the relevant Indemnifying Party shall promptly (but not later than the expiration of said 30-day period) reimburse the Indemnifying Party for such Loss. In the event that the relevant Indemnified Party disputes only the amount of the claim, Damages related to such Notice of Indemnification Claim (which estimate shall not be conclusive of the relevant Indemnifying Party shall, concurrently with the delivery of its notice of dispute, pay to the Indemnified Party the undisputed portion final amount of such claim Damages) and an explanation of the provisions of Section 6.5 hereof shall apply to the disputed portion calculation of such claimestimate, including a statement of any significant assumptions employed therein, and (iii) the date on and manner in which Indemnitee became aware of the existence of such Notice of Indemnification Claim. All payments by Notwithstanding the Purchaser above, a delay on the part of Indemnitee in providing such notice shall not relieve Indemnitor from any liability or obligation under this Article VI shall be in cashX unless such notification delay materially prejudices Indemnitor’s ability to defend a Third Party Claim. All payments by NSAC hereunder mayFOIA CONFIDENTIAL TREATMENT REQUESTED BY UPEK, at NSAC's discretion, be paid either in cash or in shares of Purchaser Common Stock, to the extent NSAC received such shares of Purchaser Common Stock at the Closing hereunder. If NSAC wishes to satisfy all or any portion of an acknowledged liability hereunder in shares of Purchaser Common Stock, such shares shall be valued at their Volume-Weighted Average Trading Price for the twenty trading day period ending on the date prior to the Closing Date hereunderINC.