Amounts Held in Suspense. From and after Closing, Buyer shall maintain a segregated bank account with an initial balance equivalent to the amounts held in suspense as shown in Section 3.4(d) at a bank of Buyer’s selection. Copies of monthly bank account statements on such account shall be delivered to Seller and Seller shall have access to information concerning such account at any time. The funds in such account may be deployed only to make payments of amounts held in suspense to the parties entitled to payment of such amounts or to make escheat payments to the State of Texas or the State of Louisiana as may be required by applicable law. In connection with the preparation of the Final Settlement Statement described in Section 2.6, Seller shall make a good faith estimate of an allocation of the funds remaining after such escheat payments, with amounts (a) not subject to escheat and not subject to viable claims which could be asserted by parties other than Seller, and (b) relating to periods prior to the Effective Date being disbursed to Seller (and Seller shall indemnify and hold Buyer harmless from any and all third party claims asserted against such amounts released to Seller). Any dispute concerning the disposition of such funds as between Seller and Buyer shall be resolved pursuant to the arbitration procedures set forth in Section 8 of Exhibit A hereto. To the extent that interest accruing on the suspended amounts prior to the Effective Date is required to be paid in connection with a payment of such funds, Seller shall indemnify Buyer for any required payment of interest accruing prior to the Effective Date, but Buyer shall otherwise indemnify and hold harmless Seller from and against all claims asserted against the amounts held in suspense, to the extent the amounts shown on Schedule 4(d) and all interest accrued thereon from and after the Effective Date.
