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 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, 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 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.