Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. During the 20-day period commencing upon receipt by the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) of a Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) may deliver to the Indemnitee a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller): (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount).

Dispute Procedure. During the 20-day period commencing upon receipt the delivery by an Indemnitee to the SellersSecurityholders’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case Agent of a Blocker Indemnification Matter, Blocker Seller) Notice of a Claim Notice from an Indemnitee (the “Dispute Period”), the SellersSecurityholders’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) Agent may deliver to the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the SellersSecurityholders’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller): Agent: (i) agrees that the full Claimed Amount is owed to the such Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the Indemnitee; or (iii) indicates states that no part of the Claimed Amount is owed to the such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the such Response Notice shall also contain a brief description of the facts and circumstances supporting the SellersSecurityholders’ RepresentativeAgent’s (or applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Securityholders’ Agent asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to herein in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Securityholders’ Agent shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the 20-day twenty (20)-day period commencing upon receipt the delivery by an Indemnitee to the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, to the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker SellerIndemnitor) of a Notice of Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, to the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker SellerIndemnitor) may deliver to the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, to the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker SellerIndemnitor): (i) agrees that the full Claimed Amount is owed to the such Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) indicates states that no part of the Claimed Amount is owed to the such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the such Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or or, in the case of an Individual Claim, to the applicable Seller’sIndemnitor) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to herein in this Agreement as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee.

Dispute Procedure. During the 2030-day period commencing upon receipt delivery by an Indemnitee to the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter§9.2(b) Claim, Blocker to the applicable Seller) of a Notice of Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter§9.2(b) Claim, Blocker the applicable Seller) may deliver to the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter§9.2(b) Claim, Blocker the applicable Seller): (i) agrees that the full Claimed Amount is owed to the Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount is owed to the Indemnitee; or (iii) indicates that no part of the Claimed Amount is owed to the Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or or, in the case of a §9.2(b) Claim, the applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount).. If a Response Notice is not received by the Indemnitee before the expiration of the Dispute Period, then the Sellers’ Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller) shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Indemnitee. (c)

Dispute Procedure. During the 20forty-day five (45)-day period commencing upon receipt the delivery by an Indemnitee to the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, to the applicable Seller and (yIndemnitor) or in the case of a Blocker Indemnification MatterSpecified Tax Indemnity Claim, Blocker Seller) the applicable Specified Tax Indemnitors, of a Notice of Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, the applicable Seller and (yIndemnitor) or in the case of a Blocker Indemnification MatterSpecified Tax Indemnity Claim, Blocker Seller) the applicable Specified Tax Indemnitor, may deliver to the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification MatterClaim, the applicable Seller and (yIndemnitor) or in the case of a Blocker Indemnification MatterSpecified Tax Indemnity Claim, Blocker Seller): the applicable Specified Tax Indemnitor: (i) agrees that the full Claimed Amount is owed to the such Indemnitee; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) indicates states that no part of the Claimed Amount is owed to the such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the such Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or or, in the case of an Individual Claim, the applicable SellerIndemnitor’s) or, in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor’s, claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Sellers’ Representative (or, in the case of an Individual Claim, the applicable Indemnitor) or in the case of a Specified Tax Indemnity Claim, the applicable Specified Tax Indemnitor, asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnitee) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount).in this Agreement as

Dispute Procedure. During the 2030-day period commencing upon receipt the delivery by an Indemnitee to the Sellers’ Representative (or, (x) in the case of (i) an Individual Seller Indemnification MatterClaim, to the applicable Indemnitor or (ii) an Institutional Seller and (y) in Claim, to the case of a Blocker Indemnification Matter, Blocker SellerInstitutional Sellers) of a Notice of Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of (i) an Individual Seller Indemnification MatterClaim, to the applicable Indemnitor or (ii) an Institutional Seller and (y) in Claim, to the case of a Blocker Indemnification Matter, Blocker SellerInstitutional Sellers) may deliver to the Indemnitee who delivered the Notice of Claim a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of (i) an Individual Seller Indemnification MatterClaim, to the applicable Indemnitor or (ii) an Institutional Seller and (y) in Claim, to the case of a Blocker Indemnification Matter, Blocker SellerInstitutional Sellers): (i) agrees that the full Claimed Amount (to the extent actually incurred, paid, accrued, reserved or suffered from time to time, the “Payable Amount”) is owed to the such Indemnitee; (ii) agrees that part, but not all, of the Claimed Payable Amount (the “Agreed Amount”) is owed to the such Indemnitee; or (iii) indicates states that no part of the Claimed Amount is owed to the such Indemnitee. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the such Response Notice shall also contain a brief description of the facts and circumstances supporting the Sellers’ Representative’s (or, in the case of (i) an Individual Claim, to the applicable Indemnitor’s or applicable Seller’s(ii) an Institutional Seller Claim, to the Institutional Sellers’) claim that only a portion or no part of the Claimed Amount is owed to the Indemnitee, as the case may be. Any part of the Claimed Payable Amount that is not agreed to be owed to the Indemnitee pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) asserts in the Response Notice that no part of the Claimed Payable Amount is owed to the Indemnitee) is referred to herein in this Agreement as the “Contested Amount” (it being understood that the Contested Payable Amount shall be modified from time to time to reflect any good faith modifications by the Indemnitee to the Claimed Amount). If a Response Notice is not received by the Indemnitee prior to the expiration of the Dispute Period, then the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) shall be conclusively deemed to have agreed that the full Payable Amount is owed to the Indemnitee.

Dispute Procedure. During the 2030-day period commencing upon receipt delivery by Purchaser to the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) Notice of a Claim Notice from an Indemnitee (the “Dispute Period”), the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller) may deliver to the Indemnitee Purchaser a written response (the “Response Notice”) in which the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a Blocker Indemnification Matter, Blocker Seller): Representative: (i) agrees that the full Claimed Amount is owed to the IndemniteePurchaser Indemnified Party; (ii) agrees that part, but not all, of the Claimed Amount (the “Agreed Amount”) is owed to the IndemniteePurchaser Indemnified Party; or (iii) indicates that no part of the Claimed Amount is owed to the IndemniteePurchaser Indemnified Party, including because the Notice of Claim fails to satisfy the requirements thereof under this Agreement. If the Response Notice is delivered in accordance with clause “(ii)” or clause “(iii)” of the preceding sentence, the Response Notice shall also contain a brief reasonably detailed description of the facts and circumstances supporting the Sellers’ Seller Representative’s (or applicable Seller’s) claim that only a portion or no part of the Claimed Amount is owed to the IndemniteePurchaser Indemnified Party, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnitee Purchaser Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if it is asserted the Sellers’ Representative asserts in the Response Notice that no part of the Claimed Amount is owed to the IndemniteePurchaser Indemnified Party) is referred to herein as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by Purchaser (on behalf of the Indemnitee applicable Purchaser Indemnified Party) to the Claimed Amount). If a Response Notice is not received by Purchaser prior to the expiration of the Dispute Period, then the Sellers’ Representative and Sellers shall be conclusively deemed to have agreed that the full Claimed Amount is owed to the Purchaser Indemnified Party.