REPRESENTATIVE MAY CONTEST A CLAIM
MADE UNDER SECTION 3(A), 3(B) OR 6 HEREOF, AND BUYER MAY CONTEST A CLAIM UNDER
SECTION 3(D) HEREOF, IF IT REASONABLY BELIEVES THERE IS A BASIS FOR DISPUTING
SUCH CLAIM, BY GIVING PROMPT WRITTEN NOTICE (A "CONTEST NOTICE") TO THE ESCROW
AGENT AND THE BUYER OR SELLERS' REPRESENTATIVE, AS THE CASE MAY BE, BUT IN ANY
EVENT PRIOR TO THE RESPECTIVE DATES FOR PAYMENT BY THE ESCROW AGENT PURSUANT TO
AN ADJUSTMENT NOTICE, INDEMNIFICATION NOTICE, DISBURSEMENT NOTICE OR TAX
DISTRIBUTION NOTICE, AS THE CASE MAY BE (A "CONTESTED CLAIM").
SUCH CONTEST
NOTICE SHALL SET FORTH, IN REASONABLE DETAIL, EACH DISPUTED ITEM OR AMOUNT AND
THE BASIS OF THE DISAGREEMENT.
BUYER AND SELLERS'
REPRESENTATIVE FIRST SHALL ATTEMPT IN GOOD FAITH TO RESOLVE ALL OF THE ISSUES
SET FORTH IN THE CONTEST NOTICE PRIOR TO THE TWENTIETH DAY FOLLOWING THE DATE OF
RECEIPT BY THE ESCROW AGENT OF A CONTEST NOTICE.
AFTER SUCH NEGOTIATION PERIOD,
BUYER AND SELLERS' REPRESENTATIVE SHALL DELIVER JOINT WRITTEN INSTRUCTIONS TO
THE ESCROW AGENT DIRECTING THE ESCROW AGENT TO DISBURSE ANY PORTION OF THE
ESCROW FUNDS WITH RESPECT TO WHICH ALL DISPUTES HAVE BEEN RESOLVED, AND THE
ESCROW AGENT SHALL MAKE SUCH DISBURSEMENTS IN ACCORDANCE WITH SUCH
INSTRUCTIONS.
IN THE EVENT THAT BUYER AND SELLERS' REPRESENTATIVE CANNOT REACH
AN AGREEMENT DURING SUCH NEGOTIATION PERIOD, THEN THE ESCROW AGENT SHALL NOT
MAKE ANY PAYMENT OUT OF THE APPLICABLE ESCROW ACCOUNT UNTIL SUCH DISPUTE IS
RESOLVED.
IF SUCH DISPUTE IS RESOLVED PURSUANT TO JUDICIAL PROCESS, THEN UPON
RECEIPT OF A CERTIFICATE FROM AN OFFICER OF THE BUYER OR A CERTIFICATE FROM
SELLERS' REPRESENTATIVE STATING THAT SUCH DISPUTE HAS BEEN FINALLY RESOLVED AND
ATTACHING THERETO A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION RESOLVING SUCH DISPUTE AND STATING THE AMOUNT OF SUCH JUDGMENT
WHICH REMAINS UNSATISFIED, THE ESCROW AGENT SHALL MAKE SUCH PAYMENT IN
ACCORDANCE WITH SUCH JUDGMENT AND THE PROVISIONS OF SECTION 3 HEREOF.
(D)
RELEASE OF ADJUSTMENT ESCROW ACCOUNT.
IN THE EVENT THAT BUYER IS
NOT OWED ANY PRICE ADJUSTMENT OR IF THERE ARE ESCROW FUNDS REMAINING IN THE
ADJUSTMENT ESCROW ACCOUNT AFTER THE PAYMENT OF ANY PRICE ADJUSTMENT TO BUYER,
SELLERS' REPRESENTATIVE SHALL GIVE A WRITTEN NOTICE (A "DISBURSEMENT NOTICE") TO
THE ESCROW AGENT (WITH A COPY TO BUYER) (I) INSTRUCTING THE ESCROW AGENT TO
DISBURSE THE BALANCE OF THE ADJUSTMENT ESCROW ACCOUNT TO THE SELLERS, AND (II)
PROVIDING PAYMENT INSTRUCTIONS WITH RESPECT TO AMOUNTS PAYABLE TO THE SELLERS.
ON THE TENTH BUSINESS DAY FOLLOWING RECEIPT OF A DISBURSEMENT NOTICE, THE ESCROW
AGENT SHALL PAY THE REMAINING BALANCE IN THE ADJUSTMENT ESCROW ACCOUNT IN
IMMEDIATELY AVAILABLE FUNDS ACCORDING TO THE INSTRUCTIONS RECEIVED FROM SELLERS'
REPRESENTATIVE, PROVIDED, HOWEVER, THAT IF THE ESCROW AGENT RECEIVES NOTICE OF A
CONTESTED CLAIM (AS DEFINED ABOVE) FROM BUYER PRIOR TO THE TENTH BUSINESS DAY
FOLLOWING THE DATE THE ESCROW AGENT RECEIVES A DISBURSEMENT NOTICE, THE ESCROW
AGENT SHALL DISBURSE ALL OR PORTIONS OF THE AMOUNTS IN ACCORDANCE WITH
SECTION 3(C) ABOVE.
NOTWITHSTANDING ANYTHING HEREIN,