TO BE OWNED BY THE TRANSFERRING SELLER, AND (N) THE NUMBER OF
SHARES OWNED BY THE PERMITTED TRANSFEREE AS THE RESULT OF SUCH TRANSFER.
BUYER,
THE TRANSFERRING SELLER AND THE PERMITTED TRANSFEREE SHALL COOPERATE IN ALL
RESPECTS WITH THE ESCROW AGENT IN DOCUMENTING EACH SUCH TRANSFER AND IN
EFFECTUATING THE RESULT INTENDED TO BE ACCOMPLISHED THEREBY.
DURING THE ESCROW
PERIOD, NO OWNER SHALL PLEDGE OR GRANT A SECURITY INTEREST IN SUCH OWNER'S
SHARES OF PREFERRED STOCK INCLUDED IN THE ESCROW FUND OR GRANT A SECURITY
INTEREST IN SUCH OWNER'S RIGHTS UNDER THIS AGREEMENT.
2
2.
CLAIMS.
(A)
BUYER MAY MAKE A CLAIM FOR INDEMNIFICATION
PURSUANT TO THE PURCHASE AGREEMENT ("INDEMNIFICATION CLAIM") AGAINST THE ESCROW
FUND BY GIVING NOTICE (A "NOTICE") TO THE REPRESENTATIVE (WITH A COPY TO THE
ESCROW AGENT) SPECIFYING (I) THE COVENANT, REPRESENTATION, WARRANTY, AGREEMENT,
UNDERTAKING OR OBLIGATION CONTAINED IN THE PURCHASE AGREEMENT WHICH IT ASSERTS
HAS BEEN BREACHED OR OTHERWISE ENTITLES BUYER TO INDEMNIFICATION AND (II) IN
REASONABLE DETAIL, THE NATURE AND DOLLAR AMOUNT OF ANY INDEMNIFICATION CLAIM.
BUYER ALSO SHALL DELIVER TO THE ESCROW AGENT (WITH A COPY TO THE
REPRESENTATIVE), CONCURRENTLY WITH ITS DELIVERY TO THE ESCROW AGENT OF THE
NOTICE, A CERTIFICATION AS TO THE DATE ON WHICH THE NOTICE WAS DELIVERED TO THE
REPRESENTATIVE.
(B)
IF THE REPRESENTATIVE SHALL GIVE A NOTICE TO
BUYER (WITH A COPY TO THE ESCROW AGENT) (A "COUNTER NOTICE"), WITHIN 30 DAYS
FOLLOWING THE DATE OF RECEIPT (AS SPECIFIED IN BUYER'S CERTIFICATION) BY THE
REPRESENTATIVE OF A COPY OF THE NOTICE, DISPUTING WHETHER THE INDEMNIFICATION
CLAIM IS INDEMNIFIABLE UNDER THE PURCHASE AGREEMENT, BUYER AND THE
REPRESENTATIVE SHALL ATTEMPT TO RESOLVE SUCH DISPUTE BY VOLUNTARY SETTLEMENT AS
PROVIDED IN SECTION 2(C). IF NO COUNTER NOTICE WITH RESPECT TO AN
INDEMNIFICATION CLAIM IS RECEIVED BY THE ESCROW AGENT FROM THE REPRESENTATIVE
WITHIN SUCH 30-DAY PERIOD, THE INDEMNIFICATION CLAIM SHALL BE DEEMED TO BE AN
ESTABLISHED CLAIM (AS HEREINAFTER DEFINED) FOR PURPOSES OF THIS AGREEMENT.
(C)
IF THE REPRESENTATIVE DELIVERS A COUNTER
NOTICE TO THE ESCROW AGENT, BUYER AND THE REPRESENTATIVE SHALL, DURING THE
PERIOD OF 60 DAYS FOLLOWING THE DELIVERY OF SUCH COUNTER NOTICE OR SUCH GREATER
PERIOD OF TIME AS THE PARTIES MAY AGREE TO IN WRITING (WITH A COPY TO THE ESCROW
AGENT), ATTEMPT TO RESOLVE THE DISPUTE WITH RESPECT TO WHICH THE COUNTER NOTICE
WAS GIVEN.
IF BUYER AND THE REPRESENTATIVE SHALL REACH A SETTLEMENT WITH
RESPECT TO ANY SUCH DISPUTE, THEY SHALL JOINTLY DELIVER WRITTEN NOTICE OF SUCH
SETTLEMENT TO THE ESCROW AGENT SPECIFYING THE TERMS THEREOF.
IF BUYER AND THE
REPRESENTATIVE SHALL BE UNABLE TO REACH A SETTLEMENT WITH RESPECT TO A DISPUTE,
SUCH DISPUTE SHALL BE RESOLVED BY ARBITRATION PURSUANT TO SECTION 2(D).
(D)
IF BUYER AND THE REPRESENTATIVE CANNOT
RESOLVE A DISPUTE PRIOR TO EXPIRATION OF THE 60-DAY PERIOD REFERRED TO IN
SECTION 2(C) (OR SUCH LONGER PERIOD AS THE PARTIES MAY HAVE AGREED TO IN
WRITING), THEN SUCH DISPUTE SHALL BE SUBMITTED (AND EITHER PARTY MAY SUBMIT SUCH
DISPUTE) FOR ARBITRATION