Common use of Resolution Between the Parties Clause in Contracts

Resolution Between the Parties. If the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee and the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) Claim, the applicable Seller) and such Indemnitee, and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the Sellers’ Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller). In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the Indemnitee. (f)

Resolution Between the Parties. If the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) delivers a Response Notice to the Indemnitee Purchaser during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative and Purchaser (or, in the case of a §9.2(b) Claim, or the applicable SellerPurchaser Indemnified Party) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee Purchaser and the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) Claim, the applicable Seller) and such Indemnitee, Purchaser Indemnified Party and a settlement agreement stipulating the amount owed to the Indemnitee such Purchaser Indemnified Party (the “Stipulated Amount”) shall be signed by such Purchaser Indemnified Party and Sellers. Subject to the Indemnitee and limitations contained in Section 9.4, (i) to the extent the Stipulated Amount is for a claim pursuant to Section 9.3(a)(i), the Sellers’ Representative shall (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller). In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 ten Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to such Purchaser Indemnified Party, and (ii) to the Indemnitee. (fextent the Stipulated Amount is for a claim pursuant to Section 9.3(a)(ii), Purchaser and the Sellers’ Representative shall, within ten Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to the Purchaser Indemnified Party from the Purchase Price Adjustment Escrow Fund.

Resolution Between the Parties. If the Sellers’ Holder Representative (oror the Parent, in as applicable, delivers to the case of a §9.2(b) ClaimPurchaser Indemnified Party or Selling Shareholder Indemnified Party, the applicable Seller) delivers as applicable, a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (orHolder Representative, in or the case of a §9.2(b) ClaimParent, the applicable Seller) as applicable, and the Indemnitee Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer Amount for a period of at least 45 days after delivery of the Response Notice by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Holder Representative in its capacity or the Parent, as representative of all Sellers (in accordance with their respective Pro Rata Portions)applicable. If the Indemnitee Purchaser Indemnified Party or Selling Shareholder Indemnified Party, as applicable, and the Sellers’ Holder Representative (oror the Parent, in the case of a §9.2(b) Claimas applicable, the applicable Seller) resolve such dispute, then their such resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) Claim, the applicable Seller) and such Indemnitee, and a settlement agreement stipulating the amount owed to the Indemnitee Purchaser Indemnified Parties or Selling Shareholder Indemnified Party, as applicable (the “Stipulated Amount”) ), shall be signed by the Indemnitee Purchaser or Parent, as applicable, and the Sellers’ Holder Representative, and (A) in the event of indemnification by the Indemnifying Parties (i) during the Escrow Period or the Special IP Escrow Period, (1) the Holder Representative shall notify the Escrow Agent thereof and (on behalf 2) the Parent shall instruct the 104H Trustee to reduce the Key Executive Indemnity (first from the Key Executive Indemnity that is vested consideration according to the terms of the SellersHoldback Agreement (if any), and if such vested consideration is not sufficient to satisfy such Key Executive’s Indemnity Pro Rata Share of such Losses, then from the Key Executive Indemnity that is not vested consideration) by the aggregate amount of such Key Executive’s Indemnity Pro Rata Share of such Losses (or, such amount not to exceed in any event in the case aggregate the Key Executive’s Indemnity Pro Rata Share of a §9.2(bthe Aggregate Indemnity Amount) Claimand the Key Executive shall have forfeited such portion of his Key Executive Share Consideration, or (ii) after expiration of the Escrow Period and the Special IP Escrow Period, the applicable Seller). In the case of a §9.2(aIndemnifying Persons shall within thirty (30) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business Days calendar days following the execution of such settlement agreement shall transfer to the Purchaser Indemnified Party such number of Consideration Shares equal to the Stipulated Amount (or the number of which shall be calculated in accordance with (d)Section 2.06(d)) and any amount in excess of the value of the Consideration Shares held by such shorter period of time as may Indemnifying Person with respect to the Losses shall be set forth paid by such Indemnifying Person in cash, and (B) in the settlement agreement), pay such Seller’s Pro Rata Portion event of indemnification by the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) ClaimParent, the applicable Seller shall, Parent shall within 10 Business Days thirty (30) calendar days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, agreement pay the Stipulated Amount by issuing additional Consideration Shares to the IndemniteeSelling Shareholder Indemnified Parties (the number of which shall be calculated in accordance with (d)Section 2.06(d)). (f)If the Holder Representative and Purchaser or Parent, as applicable, are unable to resolve the dispute related to the Contested Amount, each of the Holder Representative or the Purchaser or the Parent, as applicable, may refer to the dispute for arbitration in accordance with Section Section 13.06.

Resolution Between the Parties. If the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent delivers a Response Notice to the Indemnitee during prior to or on the expiration date of the Dispute Period indicating that there is a Contested Amount, the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee and the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent resolve such dispute, then their resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) ClaimSecurityholders’ Agent, the applicable Seller) Indemnitors and such Indemnitee, Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SellersSecurityholders’ Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller)Agent. In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following Following the execution of such settlement agreement, instruct agreement and subject to the Escrow Agent limitations contained in this Section 9: (i) the number of Remaining Available Indemnity Holdback Shares shall be reduced by a number of shares of Parent Common Stock having an aggregate value equal to pay (1) the Stipulated Amount divided by (2) the Parent Stock Price as of the Closing Date and the Participating Securityholders shall permanently forfeit any right to receive any such portion of the Indemnitee from the Escrow Fund Indemnity Holdback Shares cancelled by Parent in accordance with this Section 9.6 sentence); and (ii) if the Escrow Agreement. If aggregate value of the Remaining Available Escrow Indemnity Holdback Shares (as determined by dividing (1) the amount of Damages set forth in the Claimed Amount and (2) the Parent Stock Price as of the Closing Date) is insufficient to cover the full Stipulated Claimed Amount, then, subject to the limitations provided for in this Section 9.3(d)9, each Seller shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of Parent shall seek recourse for such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the Indemnitee. (f)accordance with Section 9.7.

Resolution Between the Parties. If the Sellers’ Representative (or, in Indemnifying Party delivers to the case of a §9.2(b) Claim, the applicable Seller) delivers Indemnified Party a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative Indemnifying Party and the Indemnified Party (or, in the case of a §9.2(bthe Selling Shareholders’ acting by the Selling Shareholders’ Representative) Claim, the applicable Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee Amount (and with due regard to settle a dispute related any time limitations imposed on Indemnified Party to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portionsinitiate any arbitration proceedings). If the Indemnitee Indemnified Party and the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Indemnifying Party resolve such dispute, then their such resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) Claim, the applicable Seller) and such Indemnitee, and a settlement agreement stipulating the amount owed to the Indemnitee Indemnified Parties (the “Stipulated Amount”) ), shall be signed by the Indemnitee Indemnifying Party and the Sellers’ Representative Indemnified Party, and (on behalf of i) during the Sellers) (or, in the case of a §9.2(b) Claimapplicable Escrow Period, the applicable Seller). In the case of a §9.2(a) Claim, Purchaser and the SellersSelling Shareholders’ Representative shall, following the execution of such settlement agreement, instruct shall notify the Escrow Agent to pay thereof, or (ii) after expiration of the Stipulated Amount to applicable Escrow Period, the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, Indemnifying Parties shall within 10 forty-five (45) Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the IndemniteeIndemnified Parties subject to the limitations set forth herein and in accordance with their respective Relevant Proportions, if applicable. If the Indemnifying Party and the Indemnified Party are unable to resolve the dispute related to the Contested Amount, each of the Indemnifying Party and the Indemnified Party has the right to refer the dispute for resolution in accordance with Section 9.06 (fi.e. commence arbitration proceedings).

Resolution Between the Parties. If the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Indemnifying Party delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) and the Indemnitee parties shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount within thirty (30) Business Days of the date on which the Indemnifying Party delivers such Response Notice (the “Dispute Resolution Period”, and together with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata PortionsResponse Period, the “Dispute Period”). If the Indemnitee and the Sellers’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) parties resolve such disputedispute within the Dispute Resolution Period, then their such resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) Claim, the applicable Seller) and such Indemnitee, parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the such Indemnitee and the Sellers’ Representative (on behalf of the Sellers) (orIndemnifying Party, in the case of a §9.2(b) Claim, the applicable Seller). In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement, instruct delivered to the Escrow Agent to pay during the Escrow Period and (if the Indemnifying Party is a Selling Shareholder), (i) Purchaser shall within five (5) Business Days setoff the Stipulated Amount due to such Indemnitee against the Indemnitee from due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the Escrow Fund in accordance with this Section 9.6 and Agent shall be reduced proportionately; or (ii) during the Escrow Agreement. If Period the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller parties shall, within 10 Business Days following the execution of such settlement agreement five (or such shorter period of time as may be set forth in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b5) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in jointly execute and deliver to the settlement agreement, Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to such Indemnitee from the Indemnitee. Escrow Fund, provided that, to the extent that the Stipulated Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable, or satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies)that is/are responsible for satisfying such claim shall, within five (f)5) Business Days pay the balance of the Stipulated Amount to the Indemnitee subject to the limitations set forth in this Section 8.

Resolution Between the Parties. If the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee and the SellersSecurityholders’ Representative (or, in the case of a §9.2(b) Claim, the applicable Seller) Agent resolve such dispute, then their resolution of such dispute shall be binding on the Sellers (or, in the case of a §9.2(b) ClaimSecurityholders’ Agent, the applicable Seller) Indemnitors and such Indemnitee, Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the SellersSecurityholders’ Representative (on behalf of the Sellers) (or, in the case of a §9.2(b) Claim, the applicable Seller)Agent. In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following Following the execution of such settlement agreement: (i) Parent shall be entitled to retain indefinitely, instruct and have no obligation to issue, from the Escrow Agent Indemnity Holdback a number of shares of Parent Common Stock (rounded down to pay the nearest whole share) equal to (1) the Stipulated Amount to Amount, divided by (2) the Indemnitee from Holdback Parent Trading Price; and (ii) if the Escrow Fund amount available in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d9.3(c), each Seller Indemnitor shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such SellerIndemnitor’s Pro Rata Portion Indemnification Percentage of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the Indemnitee. (f).

Resolution Between the Parties. If the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a §9.2(b) ClaimBlocker Indemnification Matter, the applicable Blocker Seller) delivers a Response Notice to the Indemnitee during the Dispute Period indicating expressly stating that there is a Contested Amount, the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a §9.2(b) ClaimBlocker Indemnification Matter, the applicable Blocker Seller) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. Each offer by an Indemnitee to settle a dispute related to a Contested Amount with respect to a §9.2(a) Claim shall be made to the Sellers’ Representative in its capacity as representative of all Sellers (in accordance with their respective Pro Rata Portions). If the Indemnitee and the Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a §9.2(b) ClaimBlocker Indemnification Matter, the applicable Blocker Seller) and the Indemnitee resolve such dispute, then their such resolution of such dispute shall be binding on the Sellers Sellers’ Representative (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a §9.2(b) ClaimBlocker Indemnification Matter, the applicable Blocker Seller) and such Indemnitee, and a settlement agreement stipulating the amount owed to the such Indemnitee (the “Stipulated Amount”) shall be signed by such Indemnitee, on the Indemnitee one hand, and the Sellers’ Representative (on behalf of the Sellers) (or, (x) in the case of an Individual Seller Indemnification Matter, the applicable Seller and (y) in the case of a §9.2(bBlocker Indemnification Matter, Blocker Seller) Claimon the other hand, the applicable Seller). In the case of a §9.2(a) Claim, Purchaser and the Sellers’ Representative shall, following the execution of such settlement agreement, instruct the Escrow Agent to pay the Stipulated Amount to shall become a “Determined Amount” hereunder as of the Indemnitee from the Escrow Fund in accordance with this Section 9.6 and the Escrow Agreement. If the Remaining Available Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(d), each Seller shall, within 10 Business Days following the execution of date such settlement agreement (is executed or as of such shorter period of time other date as may be set forth provided for in the settlement agreement), pay such Seller’s Pro Rata Portion of the amount of such shortfall to the Indemnitee. In the case of a §9.2(b) Claim, the applicable Seller shall, within 10 Business Days following the execution of such settlement agreement, or such shorter period of time as may be set forth in the settlement agreement, pay the Stipulated Amount to the Indemnitee. (f).