Common use of Objection Clause in Contracts

Objection. If the Securityholders’ Representative objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Securityholders’ Representative shall deliver a written notice specifying in reasonable detail the basis for such objection to the Indemnified Party within thirty (30) days after receipt by the Securityholders’ Representative of such Claim Certificate. Thereafter, the Securityholders’ Representative and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Securityholders’ Representative has objected. If the Indemnified Party and the Securityholders’ Representative agree with respect to any of such claims, the Indemnified Party and the Securityholders’ Representative shall promptly prepare and sign a memorandum setting forth such agreement and, if applicable, a joint written instruction to the Escrow Agent. Should the Indemnified Party and the Securityholders’ Representative fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. Notwithstanding the foregoing, in the event that the Indemnified Party seeks recovery against the Escrow Amount, the time periods set forth herein shall run concurrently with and be without duplication of the time periods set forth in the Escrow Agreement. Asset Purchase Agreement and Plan of Reorganization – Page 66

Objection. If the Securityholders’ Representative objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Securityholders’ Representative shall deliver a written notice specifying in reasonable detail the basis for such objection to the Indemnified Party within thirty (30) days after receipt by the Securityholders’ Representative of such Claim Certificate. Thereafter, the Securityholders’ Representative and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Securityholders’ Representative has objected. If the Indemnified Party and the Securityholders’ Representative agree with respect to any of such claims, the Indemnified Party and the Securityholders’ Representative shall promptly prepare and sign a memorandum setting forth such agreement and, if applicable, a joint written an instruction to the Escrow Agent. Should the Indemnified Party and the Securityholders’ Representative fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. Notwithstanding the foregoing, in the event that the Indemnified Party seeks recovery against the Escrow Amount, the time periods set forth herein shall run concurrently with and be without duplication of the time periods set forth in the Escrow Agreement. Asset Purchase Agreement and Plan of Reorganization – Page 66.

Objection. If the Securityholders’ Seller Representative objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Securityholders’ Seller Representative shall deliver a written notice specifying in reasonable detail the basis for such objection and the amount in dispute to the Indemnified Party within thirty (30) days after receipt by the Securityholders’ Seller Representative of such Claim Certificate. Thereafter, the Securityholders’ Seller Representative and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Securityholders’ Seller Representative has objected. If the Indemnified Party and the Securityholders’ Seller Representative agree with respect to any of such claims, the Indemnified Party and the Securityholders’ Seller Representative shall promptly prepare and sign a memorandum setting forth such agreement and, if applicable, a joint written instruction to the Escrow Agent. Should the Indemnified Party and the Securityholders’ Seller Representative fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. Notwithstanding the foregoing, in the event that the Indemnified Party seeks recovery against the Escrow AmountFund, the time periods set forth herein shall run concurrently with and be without duplication of the time periods set forth in the Escrow Agreement. Asset Purchase Agreement and Plan of Reorganization – Page 66.

Objection. If the Securityholders’ Stockholder Representative objects to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Securityholders’ Stockholder Representative shall deliver a written notice specifying in reasonable detail the basis for such objection to the Indemnified Party within thirty (30) days after receipt by the Securityholders’ Stockholder Representative of such Claim Certificate. Thereafter, the Securityholders’ Stockholder Representative and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Indemnified Party of such written objection with respect to each of such claims to which the Securityholders’ Stockholder Representative has objected. If the Indemnified Party and the Securityholders’ Stockholder Representative agree with respect to any of such claims, the Indemnified Party and the Securityholders’ Stockholder Representative shall promptly prepare and sign a memorandum setting forth such agreement and, if applicable, a joint written an instruction to the Escrow Agent. Should the Indemnified Party and the Securityholders’ Stockholder Representative fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. Notwithstanding the foregoing, in the event that the Indemnified Party seeks recovery against the Escrow Amount, the time periods set forth herein shall run concurrently with and be without duplication of the time periods set forth in the Escrow Agreement. Asset Purchase Agreement and Plan of Reorganization – Page 66.

Objection. If the SecurityholdersShareholders’ Representative objects to the indemnification of an a Parent/Buyer Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the SecurityholdersShareholders’ Representative shall deliver a written notice specifying in reasonable detail the basis for such objection to the Parent/Buyer Indemnified Party within thirty (30) days after receipt by the SecurityholdersShareholders’ Representative of such Claim Certificate. Thereafter, the SecurityholdersShareholders’ Representative and the Parent/Buyer Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties for a period of not less than sixty (60) days after receipt by the Parent/Buyer Indemnified Party of such written objection with respect to each of such claims to which the SecurityholdersShareholders’ Representative has objected. If the Parent/Buyer Indemnified Party and the SecurityholdersShareholders’ Representative agree with respect to any of such claims, the Parent/Buyer Indemnified Party and the SecurityholdersShareholders’ Representative shall promptly prepare and sign a memorandum setting forth such agreement and, if applicable, a joint written an instruction to the Escrow Agent. Should the Parent/Buyer Indemnified Party and the SecurityholdersShareholders’ Representative fail to agree as to any particular item or items or amount or amounts within such sixty (60) day period, then either party shall be entitled to pursue its available remedies for resolving its claim for indemnification. Notwithstanding the foregoing, in the event that the Parent/Buyer Indemnified Party seeks recovery against the Indemnification Escrow Amount, the time periods set forth herein shall run concurrently with and be without duplication of the time periods set forth in the Escrow Agreement. Asset Purchase Agreement and Plan of Reorganization – Page 66.