SELLERS DO NOT OBJECT TO THE
CLAIM NOTICE AND INSTRUCT THE ESCROW AGENT TO DISBURSE THE CLAIM AMOUNT TO
PURCHASER, OR (II) STATE THAT SELLERS DISPUTE THE CLAIM NOTICE AND ALL OR A
PORTION OF THE CLAIM AMOUNT.
IF THE RESPONSE NOTICE STATES THAT SELLERS DISPUTE
THE CLAIM NOTICE AND ALL OR A PORTION OF THE CLAIM AMOUNT, THEN THE ESCROW AGENT
SHALL DISBURSE THAT PORTION (IF ANY) OF THE CLAIM AMOUNT NOT IN DISPUTE TO
PURCHASER, BUT SHALL NOT DISBURSE THAT PORTION OF THE CLAIM AMOUNT IN DISPUTE
UNTIL THE DISPUTE IS RESOLVED IN ACCORDANCE WITH SECTION 2.4(D).
(D)
IF SELLERS OBJECT TO A CLAIM NOTICE, THEN PURCHASER AND SELLERS'
REPRESENTATIVE SHALL NEGOTIATE IN GOOD FAITH TO AGREE UPON HOW TO HANDLE THE
CLAIM NOTICE AND, IF SUCCESSFUL IN REACHING AGREEMENT ON SUCH CLAIM NOTICE,
SHALL JOINTLY DELIVER TO THE ESCROW AGENT A WRITTEN NOTICE EXECUTED BY PURCHASER
AND SELLERS' REPRESENTATIVE (A "JOINT WRITTEN NOTICE"), WHICH JOINT WRITTEN
NOTICE SHALL DIRECT THE ESCROW AGENT HOW TO PROCEED WITH RESPECT TO THE DISPUTED
CLAIM NOTICE.
IF PURCHASER AND SELLERS' REPRESENTATIVE ARE UNABLE TO AGREE ON
HOW TO HANDLE THE DISPUTED CLAIM NOTICE WITHIN THIRTY (30) DAYS AFTER THE DATE
PURCHASER RECEIVES THE RESPONSE NOTICE FROM SELLERS' REPRESENTATIVE (OR IF
SELLERS' REPRESENTATIVE DOES NOT DELIVER A RESPONSE NOTICE WITHIN FOURTEEN
(14) DAYS AFTER RECEIPT OF A CLAIM NOTICE), THEN EITHER PURCHASER OR SELLERS'
REPRESENTATIVE SHALL BE ENTITLED AT ANY TIME THEREAFTER TO INITIATE AN ACTION OR
PROCEEDING WITH RESPECT TO SUCH CLAIM NOTICE IN ACCORDANCE WITH AND SUBJECT TO
SECTION 7.11 OF THIS AGREEMENT.
AT SUCH TIME AS A FINAL, NON-APPEALABLE
JUDGMENT IS RENDERED IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING, THE
PREVAILING PARTY IN THE ACTION OR PROCEEDING SHALL DELIVER TO THE ESCROW AGENT
AND THE NON-PREVAILING PARTY WRITTEN NOTICE (A "JUDICIAL DECISION NOTICE"),
WHICH JUDICIAL DECISION NOTICE SHALL NOTIFY THE ESCROW AGENT OF THE OUTCOME OF
THE FINAL, NON-APPEALABLE JUDGMENT AND INSTRUCT THE ESCROW AGENT WHAT ACTION TO
TAKE IN ACCORDANCE WITH SUCH JUDGMENT; PROVIDED THAT AT ANY TIME PRIOR TO ANY
SUCH JUDGMENT BEING RENDERED, PURCHASER AND SELLERS' REPRESENTATIVE MAY SETTLE
OR OTHERWISE RESOLVE ANY SUCH ACTION OR PROCEEDING OR DISPUTED CLAIM NOTICE, AND
UPON SUCH SETTLEMENT OR OTHER RESOLUTION SHALL DELIVER JOINTLY TO THE ESCROW
AGENT A JOINT WRITTEN NOTICE DIRECTING THE ESCROW AGENT HOW TO ACT WITH RESPECT
TO THE DISPUTED CLAIM NOTICE.
2.5
ESCROW RELEASE.
SUBJECT TO THE TERMS AND PROVISIONS OF THIS
SECTION 2.5, ON THE FIRST ANNIVERSARY OF THE CLOSING DATE (THE "ESCROW RELEASE
DATE"), THE ESCROW AGENT SHALL
12
DISBURSE TO THE SELLERS' REPRESENTATIVE (ON BEHALF OF THE SELLERS) THE REMAINING
ESCROW AMOUNT, IF ANY.
IN THE EVENT, HOWEVER, THAT SELLER HAS RECEIVED, ON OR
BEFORE THE ESCROW RELEASE DATE, A CLAIM NOTICE FOR WHICH THE ESCROW AGENT MAY BE
REQUIRED TO DISBURSE ALL OR A PORTION OF THE ESCROW AMOUNT TO PURCHASER, THE
PORTION OF THE ESCROW AMOUNT SUBJECT TO SUCH CLAIM NOTICE SHALL CONTINUE TO BE
HELD BY