Common use of Buyer Claims Clause in Contracts

Buyer Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time but subject to Section 4(e) below, as Buyer determines that it is entitled to an indemnification payment under Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance by giving written notice of its claim in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice"). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreement.

Buyer Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time but subject to Section 4(e) belowSeller Parent and Seller shall jointly and severally indemnify and hold harmless Buyer, as Buyer determines that it is entitled to an indemnification payment under Section 12 each member of the Purchase Agreement MRI Group, their respective successors and assigns, and each of their officers, directors and employees (collectively the "Indemnitee") against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out of pocket expenses, reasonable attorneys' and accountants' fees incurred in the investigation or a payment with respect to Chapter 11 Claims under Section 9.8 defense of any of the Purchase Agreementsame or in asserting any of their respective rights hereunder) (collectively, Buyer may request payment "Losses") resulting after the Closing Date from the Escrow Account Balance (i) any failure by giving written notice Seller Parent or Seller to fulfill any obligation set forth herein which either of its claim in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment them is required to be made by perform after Closing or (ii) any Sellers pursuant to Section 9.8 breach of any of the Purchase representations and warranties set forth in this Agreement or Section 12 (collectively items (i) and (ii) are hereinafter referred to as the "Buyer Claims"). All Buyer Claims under this Agreement and the PRI Agreement aggregating less than $150,000 shall be paid 63% in cash and 37% by reducing the principal amount of the Purchase Note and the PRI Note (effective as of the Closing Date), and all Buyer Claims under this Agreement and being made the PRI Agreement which aggregate in good faith (a "Claim Notice")excess of $150,000 shall be paid in cash. (b) If the Escrow Agent has Seller Parent and Seller shall not received written objection be responsible to a Claim Notice given by Buyer in accordance an Indemnitee with the preceding respect to any Losses as to which such Indemnitee is otherwise entitled to indemnity under item (ii) of paragraph (a) of this Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent 10.1 and Sellers' Representative Section 10.1 of the Claim Notice from BuyerPRI Agreement unless and until the aggregate amount of such Losses exceed $150,000 (the "Seller Stop Amount"); provided, however, that in the claim stated in such Claim Notice event the Seller Stop Amount shall be conclusively deemed to be approved by the Sellers' Representative exceeded, Seller Parent and the Escrow Agent Seller shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance Indemnitee the amount of such claim the Seller Stop Amount plus the amount of any excess; and provided further, that under no circumstances shall the aggregate of the Seller Stop Amount and any excess with respect to item (ii) of paragraph (a) of Section 10.1 of this Agreement and Section 10.1 of the PRI Agreement exceed $6,808,500. Seller Parent and Seller shall have no obligation under this Section 10.1 to the extent that an Indemnitee shall receive insurance proceeds relating to a Buyer Claim for which there is insurance coverage, and the amount of the Escrow Account Balanceany Buyer Claim shall be exclusive of any such insurance proceeds. Indemnitee's insurance shall be considered primary coverage, plus and Seller Parent's and Seller's insurance (if any) shall be considered secondary coverage with respect to any interest accrued on such amount through the date of payment. The Escrow Agent Buyer Claim for which Indemnitee shall have no responsibility insurance coverage. Buyer shall cause the MRI Group to verify that Buyer has complied with maintain after the provisions of Closing Date comprehensive general liability, liquor liability, automobile liability and umbrella liability insurance coverage in amounts reasonable for the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied withBusiness. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature The indemnification obligations of Seller Parent and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned Seller pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated 10.1(a)(ii) shall expire and terminate on March 30, 1998, (March 30, 2004, in the case of any Buyer Claim Notice, is referred pursuant to herein as the "Sections 4.18 and 4.21) unless an Indemnitee shall have provided notice of a Buyer Claim Reserve"). Such Open Claim shall be resolved to Seller Parent or Seller in accordance with Section 4(d10.2. If an Indemnitee provides such notice prior to March 31, 1998, (March 31, 2004, in the case of any Buyer Claim pursuant to Sections 4.18 and 4.21) the indemnification obligations under Section 10.1(a)(ii) shall continue as to the Buyer Claim identified in the notice(s) until the appropriate amount of this Agreementindemnification, if any, is determined, paid and satisfied in full. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and Notwithstanding any provision of this Agreement to the extent consistent contrary, all indemnification with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining respect to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as Tax matter shall be determined and conducted pursuant to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and Section 6.15, (ii) any amounts that have been identified by Buyer in a Claim Notice but as lease guaranties shall be determined and conducted pursuant to which a Final Determination has Section 6.22 and (iii) any workmen's compensation obligations shall be determined and conducted pursuant to Section 6.27, and not yet been made. Notwithstanding this Section 4(e)10.1 (except that any claim made pursuant to Sections 6.15, (i) any amounts as to which a Final Determination has been made in favor 6.22 or 6.27 shall, for the purposes of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative10.2, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' RepresentativeBuyer Claim and, by Buyerwith respect to Section 6.22, from any liability relating to the Purchase Agreement or this Agreementa Seller Claim if applicable).

Buyer Claims. The procedure for payments from the Escrow Account Long Term Escrowed Amount shall be as follows: (a) From time to time but subject to Section 4(e) below, as As the Buyer determines shall determine that it is entitled to an indemnification payment under Section 12 13 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under (including without limitation Section 9.8 of 13.2(a) thereof), the Purchase Agreement, Buyer may request payment from the Escrow Account Balance Long Term Escrowed Amount by giving written notice of its such claim in substantially the form of Exhibit 1 to the Escrow Agent and to the Sellers' RepresentativeRepresentatives, certifying in such notice the nature of the claimclaim in reasonable detail, the amount thereof if then ascertainable and, if not then ascertainable, a good faith estimate of Damages, the provisions amount thereof and the provision(s) in the Purchase Agreement on which the claim is based based. Buyer may give notice of claim in accordance with this Section 4(a) at any time on or prior to June 30, 2005 and a certification that such request for payment is required no notice of claim may be given to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice")Escrow Agent after June 30, 2005. (b) If If, within thirty (30) calendar days after actual receipt by the Sellers' Representative of the written notice of a claim from the Buyer in accordance with Section 4(a), the Escrow Agent has not actually received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) such claim from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from BuyerRepresentative, the claim stated in such Claim Notice notice shall be conclusively deemed to be approved by the Sellers' Representative Tilia and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, Buyer from the Escrow Account Balance Long Term Escrowed Amount the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on funds in the Long Term Escrowed Amount and shall notify the Sellers' Representative of such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking thirty (30) calendar days the Escrow Agent shall have actually received from the Sellers' Representative a written objection to the claim by the Buyer, certifying stating the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which objection shall in each case be sent to the Buyer by the Sellers' Representative in accordance with the provisions of Section 16 7 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account Long Term Escrowed Amount an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance Long Term Escrowed Amount to the Buyer only either (i) in accordance with a joint written instruction by the Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from by or order of the Board of Arbitration referred to in Section 9 hereof or a court or other agreed upon arbiter of competent jurisdiction and authority with respect to which any period of time to appeal such judgment or order shall have lapsed pertaining to the Open Claim, sent to the Escrow Agent and by the Buyer or the Sellers' Representative Representative, in any case accompanied by Buyer a certification that any period of time to file an appeal of such judgment or order has lapsed and no such appeal has been filed or is otherwise pending (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to the Buyer shall be returned deemed to be part of the remaining Long Term Escrowed Amount. The Escrow Agent shall, within two banking days of having been given a copy of a Final Determination for an Open Claim, pay the Buyer an amount equal to the Escrow Accountaggregate amount payable to the Buyer under the Final Determination for such Open Claim. (e) Upon The parties to this Agreement hereby acknowledge and agree that all instructions, directions or other communications given by the date that is 24 months after the date hereof, the Escrow Account Balance Buyer shall be paid made pursuant to a writing signed by a duly authorized representative thereof, and that all instructions, directions or other communications given by the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e)or, (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer event of his death or the Sellers' Representativedisability, his executor or guardian, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreementcase may be.

Buyer Claims. Buyer shall give prompt written notice to the Sellers Representative (as such term is defined in Section 6.05 of this Agreement) of any claim for which indemnification pursuant to Section 6.02 is being sought (a “Notice of Buyer Claim”). The procedure for payments Notice of Buyer Claim shall set forth with reasonable specificity the basis under this Agreement, and the facts that otherwise form the basis, of such Buyer Claim; provided, however, that the failure of the Buyer Indemnitee to provide a Notice of Buyer Claim shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Escrow Account Sellers or Company’s ability to defend such claim. If the Buyer Claim results from or is in connection with a lawsuit or other legal action brought by an unrelated third party, the Sellers or Company shall be as followsentitled to, at their sole expense, either: (ai) From time to time but subject participate therein; or (ii) to Section 4(e) belowassume the entire defense thereof with counsel who is selected by them and who is reasonably satisfactory to the Buyer Indemnitees, as provided that the Sellers and Company agree in writing that they do not and will not contest their responsibility for indemnifying the Buyer determines Indemnitees in respect of such Buyer Claim, and no settlement shall be made without the prior written consent of the Buyer Indemnitees which shall not be unreasonably withheld (except that it no such consent shall be required if the claimant is entitled under the settlement to an only monetary damages to be paid solely by the Sellers or Company). If, however, the Claim would, if successful, result in the imposition of Damages for which the Sellers or Company would not be solely responsible hereunder, or representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Buyer Indemnitees shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel (at their own expense) who shall cooperate with one another in defending against such Claim. If the Sellers or Company do not choose to defend against a Buyer Claim by a third party, the Buyer Indemnitees may defend against such Buyer Claim in such manner as it deems appropriate or settle such Buyer Claim (after giving notice thereof to the Sellers and Company) on such terms as the Buyer Indemnitees may deem appropriate, and the Buyer Indemnitees shall be entitled to periodic reimbursement of expenses incurred in connection therewith and prompt indemnification payment under Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance by giving written notice of its claim in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' RepresentativeSellers or Company, certifying in such notice the nature of the claimincluding without limitation reasonable attorneys’ fees, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice"). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting 6.02 hereof. In the event the Buyer Claim Reserve for each Open Claim shall involves any action by an unaffiliated third party, no compromise or settlement thereof may be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction affected by Buyer and without the Sellers' Representative or Sellers Representative’s consent (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreementunreasonably withheld).

Buyer Claims. (a) Buyer shall assert any Buyer Claim by notice in writing (the "NOTICE") to the Seller Representative and the Escrow Agent. The procedure for payments Notice shall specify, to the extent known, the amount of the claim and the circumstances surrounding the claim. (b) The Escrow Agent shall take action as follows with respect to any claim with respect to which it has received a Notice: (i) The Escrow Agent shall promptly send a copy of such Notice to the Seller Representative. (ii) In the event that the Escrow Agent shall receive written directions signed by both Buyer and the Seller Representative setting forth the nature and amount (which shall include any expenses incurred by the Buyer Parties in connection therewith) of such claim, and a stipulation by the Seller Representative that such claim is not being contested or disputed by the Seller Representative, the Escrow Agent shall, within fifteen (15) days following the receipt of such directions, distribute to the Buyer a portion of the Escrow Amount equal to the amount of such claim. (iii) In the event Buyer shall have asserted (in accordance with this Section 7) that a claim has arisen hereunder, and, within a period of thirty (30) days following the date of the Notice of the claim, the Escrow Agent has not been notified by the Seller Representative of its determination that such claim be litigated or otherwise contested or that such claim is in the process of being litigated or otherwise contested, the Escrow Agent shall thereupon pay the amount of such claim to Buyer from the Escrow Account Amount. If the Escrow Agent shall be as follows:notified by the Seller Representative, within such 30-day period, of its determination that such claim shall be litigated or otherwise contested, or that such claim is in the process of being litigated or otherwise contested, the Escrow Agent shall promptly transmit a copy of such notice to Buyer and the claim shall not be paid by the Escrow Agent until the occurrence of an event referenced in paragraph (iv) below. (aiv) From time to time but subject to In the event Buyer shall have asserted (in accordance with this Section 4(e7) belowthat a claim has arisen, as Buyer determines that it is entitled to an indemnification payment under Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement, Buyer may request payment from and shall have furnished the Escrow Account Balance by giving written notice Agent an affidavit certifying under penalty of its claim in substantially the form of Exhibit 1 law to the Escrow Agent and the Sellers' Representative, certifying Seller Representative that all matters disputed by the Seller Representative in connection with such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers have been resolved or adjudicated pursuant to the arbitration procedure set forth in Section 9.8 7.6 of the Purchase Agreement or, if applicable, by a court or Section 12 courts of competent jurisdiction and that the time for appeal for such adjudication has terminated without an appeal having been taken, then in such event Buyer shall also provide to the Escrow Agent, along with such affidavit, copies of all applicable decisions of the Purchase Agreement and being made in good faith arbitrator or non-appealable final court orders with respect thereto (a "Claim NoticeDECISIONS AND ORDERS"). (b) If . Upon receipt of the foregoing affidavit and related Decisions and Orders, the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with shall, within fifteen (15) days Notwithstanding the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyerforegoing, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim prior to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative time a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent in accordance with the terms of this Agreement, Buyer and the Seller Representative may agree on the value of any claim and notify the Escrow Agent, in a writing signed by the Seller Representative and the Buyer, of such agreement. Upon receipt of the foregoing agreement, the Escrow Agent shall thereupon pay the agreed upon value of such claim to Buyer from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow AccountAmount. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreement.

Buyer Claims. The procedure (i) If, at any time at or prior to the Closing, to Buyer's Knowledge, any of the Sellers' representations are untrue in any material respect when made or, if at any time after the Effective Date and prior to the Closing Date, Sellers provide written notice to Buyer (a "Sellers R&W Update"), or Buyer otherwise discovers, that a fact or a change in circumstance has occurred after the Effective Date (that is not otherwise a breach or default by Sellers under the terms of this Agreement) that causes a representation or warranty made by Sellers in this Agreement to be untrue or inaccurate as of the Closing Date, then, subject to Sellers' cure rights under Section 12.02(a), Buyer's sole remedy for payments from the Escrow Account any such misrepresentation by Sellers shall be as follows: (a) From time to time but subject to Section 4(e) below, as Buyer determines that it is entitled to an indemnification payment under Section 12 of the Purchase terminate this Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance by giving written notice of its claim in substantially the form of Exhibit 1 thereof to Sellers on or prior to the Escrow Agent Closing Date, and the Sellers' Representative, certifying in such event, the Deposit (and interest accrued thereon) shall be returned to Buyer, and thereafter, both Parties shall be relieved from any further liability hereunder, except as provided in any provision of this Agreement which is expressly stated to survive the termination of this Agreement. If Buyer fails to deliver such termination notice to Sellers on or prior to the Closing Date, then Buyer shall proceed to the Closing in accordance with the terms hereof without any reduction in the Purchase Price and Sellers, after the Closing, shall have no liability whatsoever to Buyer with respect to any such misrepresentation which, to Buyer Knowledge, existed as of the Closing Date or is described in the Sellers R&W Update. Notwithstanding anything to the contrary, "Buyer's knowledge" shall not include any matters contained in or reflected by a Data Site Update in contravention of Section 5.04. (ii) Following the Closing, Buyer shall be required to notify Sellers of any claim against Sellers for Seller Indemnifiable Damages by the delivery of a notice, prior to the Outside Claim Date (except in the case of a Tax Indemnity, for which notice is required on or prior to the date that the applicable statute of limitations expires, or a Seller Unlimited Liability Matters, for which notice is not required to be given prior to the Outside Claim Date), specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice"). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(athis Agreement upon which such claim is made (such claim, a "Noticed Claim"). Except as provided in clauses (A) and (B), but instead may assume that upon receipt below, any claim under this Article XI shall be effective and valid only if made in writing (specifying in reasonable detail the nature of the request from Buyerclaim and the factual and legal basis for any such claim, and the provisions of Section 4(athis Agreement upon which such claim is made) have been so complied with. (c) If within said 15 banking days against the Escrow Agent shall have received from the Sellers' Representative a written objection other party on or prior to the Outside Claim Date, except (A) any claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (under this Article XI with respect to a copy of which shall in each case Tax Indemnity must be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal made on or prior to the amount date that the applicable statute of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice limitations with respect to the amount stated in assessment or collection of the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim applicable Taxes expire; and (B) there shall be resolved in accordance with Section 4(d) of this Agreement. no outside claim date or other time or survivability limitation (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Outside Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative Date shall not be deemed applicable) with respect to claims for breaches of any Seller Unlimited Liability Matter or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this AgreementBuyer Unlimited Liability Matter.

Buyer Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time but subject to Section 4(eSeller Parent and Seller shall jointly and severally indemnify and hold harmless Buyer, PRI, their respective successors and assigns, and each of their officers, directors and employees (collectively the "Indemnitee") belowagainst, as Buyer determines that it is entitled to an indemnification payment under Section 12 and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out of pocket expenses, reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the Purchase Agreement same or a payment with respect in asserting any of their respective rights hereunder) (collectively, "Losses") resulting after the Closing Date from (i) any failure by Seller Parent or Seller to Chapter 11 Claims under Section 9.8 fulfill any obligation set forth herein which either of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance by giving written notice of its claim in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment them is required to be made by perform after Closing or (ii) any Sellers pursuant to Section 9.8 breach of any of the Purchase representations and warranties set forth in this Agreement or Section 12 (collectively items (i) and (ii) are hereinafter referred to as the "Buyer Claims"). All Buyer Claims under this Agreement and the MRI Agreement aggregating less than $150,000 shall be paid 63% in cash and 37% by reducing the principal amount of the Purchase Note (effective as of the Closing Date), and all Buyer Claims under this Agreement and being made the MRI Agreement which aggregate in good faith (a "Claim Notice")excess of $150,000 shall be paid in cash. (b) If the Escrow Agent has Seller Parent and Seller shall not received written objection be responsible to a Claim Notice given by Buyer in accordance an Indemnitee with the preceding respect to any Losses as to which such Indemnitee is otherwise entitled to indemnity under item (ii) of paragraph (a) of this Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent 10.1 and Sellers' Representative Section 10.1 of the Claim Notice from BuyerMRI Agreement unless and until the aggregate amount of such Losses exceed $150,000 (the "Seller Stop Amount"); provided, however, that in the claim stated in such Claim Notice event the Seller Stop Amount shall be conclusively deemed to be approved by the Sellers' Representative exceeded, Seller Parent and the Escrow Agent Seller shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance Indemnitee the amount of such claim the Seller Stop Amount plus the amount of any excess; and provided further, that under no circumstances shall the aggregate of the Seller Stop Amount and any excess with respect to item (ii) of paragraph (a) of Section 10.1 of this Agreement and Section 10.1 of the MRI Agreement exceed $6,808,500. Seller Parent and Seller shall have no obligation under this Section 10.1 to the extent that an Indemnitee shall receive insurance proceeds relating to a Buyer Claim for which there is insurance coverage, and the amount of the Escrow Account Balanceany Buyer Claim shall be exclusive of any such insurance proceeds. Indemnitee's insurance shall be considered primary coverage, plus and Seller Parent's and Seller's insurance (if any) shall be considered secondary coverage with respect to any interest accrued on such amount through the date of payment. The Escrow Agent Buyer Claim for which Indemnitee shall have no responsibility insurance coverage. Buyer shall cause PRI to verify that Buyer has complied with maintain after the provisions of Closing Date comprehensive general liability, liquor liability, automobile liability and umbrella liability insurance coverage in amounts reasonable for the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied withBusiness. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature The indemnification obligations of Seller Parent and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned Seller pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated 10.1(a)(ii) shall expire and terminate on March 30, 1998, (March 30, 2004, in the case of any Buyer Claim Notice, is referred pursuant to herein as the "Sections 4.17 and 4.20) unless an Indemnitee shall have provided notice of a Buyer Claim Reserve"). Such Open Claim shall be resolved to Seller Parent or Seller in accordance with Section 4(d10.2. If an Indemnitee provides such notice prior to March 31, 1998, (March 31, 2004, in the case of any Buyer Claim pursuant to Sections 4.17 and 4.20) the indemnification obligations under Section 10.1(a)(ii) shall continue as to the Buyer Claim identified in the notice(s) until the appropriate amount of this Agreementindemnification, if any, is determined, paid and satisfied in full. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and Notwithstanding any provision of this Agreement to the extent consistent contrary, all indemnification with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining respect to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as Tax matter shall be determined and conducted pursuant to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and Section 6.15, (ii) any amounts that have been identified by Buyer in a Claim Notice but as lease guaranties shall be determined and conducted pursuant to which a Final Determination has Section 6.23 and (iii) any workmen's compensation obligations shall be determined and conducted pursuant to Section 6.28, and not yet been made. Notwithstanding this Section 4(e)10.1 (except that any claim made pursuant to Sections 6.15, (i) any amounts as to which a Final Determination has been made in favor 6.23 or 6.28 shall, for the purposes of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative10.2, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' RepresentativeBuyer Claim (and, by Buyerwith respect to Section 6.23, from any liability relating to the Purchase Agreement or this Agreementa Seller Claim if applicable)).

Buyer Claims. a. Except as hereinafter set forth, Shareholder shall, for a period of six (6) months after the date of this Agreement, or until the Company is recertified by the DOE, whichever occurs last, indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all direct damages, claims, losses, liabilities and without limitation, reasonable legal, expenses, including, accounting and other expenses, which may arise out of any misrepresentation by the Company or Shareholder or other breach or violation of this Agreement by Shareholder; provided, however, that the aggregate of all claims subject to indemnification hereunder by Shareholder shall not exceed $500,000. Such claims may be asserted by Buyer at any time its losses, damages and expenses aggregate at least $50,000. The procedure for payments from the Escrow Account parties acknowledge and agree that in making all calculations of Shareholder's indemnification obligation hereunder, all losses, damages and expenses incurred by an indemnified party shall be as follows:determined on a net after-tax basis and shall take into account any insurance proceeds received by such indemnified party. b. Notwithstanding the foregoing, Shareholder shall further indemnify Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, for a period of three (a3) From years after the Closing Date, against, and in respect of, any and all direct damages, claims, losses, liabilities and without limitation, reasonable legal, expenses, including, accounting and other expenses, which may arise at any time to time but subject to Section 4(e) below, as Buyer determines that it is entitled to an indemnification payment under Section 12 out of the Purchase Agreement existence or assertion of a payment with respect claim by the DOE or any other regulatory agency for any actual or contingent liability arising from acts committed by the Company or Shareholder prior to Chapter 11 Claims under Section 9.8 the Closing Date ("DOE Claim"). In the event of such a claim, Shareholder shall use his best efforts to resolve the claim in good faith. Buyer agrees to make available to Shareholder any books and records of the Purchase AgreementCompany required to resolve the claim. If Shareholder is unable to resolve the claim prior to the due date of any payment claimed by the DOE, Buyer may request payment from pay the Escrow Account Balance by giving written notice claim after notifying Shareholder of its claim in substantially intent to pay without impairing any of its rights or remedies hereunder as long as the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice"). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyerfaith, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter failure to pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by the due date will, in Buyer's reasonable judgment, certifying adversely affect the nature Company. Buyer shall promptly notify Shareholder of and grounds any payment made on any DOE Claim. Shareholder shall promptly provide reimbursement for any such objection and that payment. If Shareholder fails to make such objection is being made in good faith (a copy of which reimbursement, Buyer shall in each case be sent have the right to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to set off the amount of the Open Claim (payment against the installment next due under the Note, whether the payment was actually made by Buyer or the Company, which amount for each Open right shall survive the Closing. Buyer shall be under no obligation to file an appeal of any DOE Claim. However, if Shareholder requests an appeal, Buyer agrees to cause the Company to cooperate and pursue an appeal, provided Shareholder pays all costs and expenses, including reasonable attorney's fees, in connection therewith. Any payment refunded following an appeal, together with any amounts earned pursuant interest thereon, if any, shall be paid first to Section 2 after the date of receipt of the Claim Notice with respect Buyer up to the amount stated in originally paid on the Claim Noticeclaim less the amount reimbursed by Shareholder, is referred to herein as or set off against the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by Buyer Note; and the Sellers' Representative or (ii) balance, if and any, to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow AccountShareholder. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreement.

Buyer Claims. The procedure for payments from the Escrow Account (a) Sellers shall be as followsindemnify and hold harmless Buyer, its successors and assigns, against, and in respect of: (ai) From time Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by Buyer that result from, relate to, or arise out of: (A) Any failure by Sellers to time but subject carry out any covenant or agreement contained in this Agreement; (B) Any material misrepresentation or breach of warranty by Sellers contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to Section 4(eBuyer by Sellers pursuant hereto; or (C) below, as Buyer determines that it is entitled to an indemnification payment under Section 12 Any claim by any Person for any brokerage or finder's fee or commission in respect of the Purchase Agreement transactions contemplated hereby as a result of Sellers' dealings, agreement, or a payment arrangement with respect such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to Chapter 11 Claims under Section 9.8 any of the Purchase Agreement, foregoing including all such expenses reasonably incurred in mitigating any damages resulting to Buyer may request payment from the Escrow Account Balance by giving written notice of its claim any matter set forth in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith subsection (a "Claim Notice")i) above. (b) If The amount of any liability of Sellers under this Section 3.1 shall be computed net of any tax benefit to Buyer from the Escrow Agent has not matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim respect to the extent matter out of the Escrow Account Balance, plus any interest accrued on which such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied withliability arose. (c) If within said 15 banking days The representations and warranties of Sellers contained in this Agreement, the Escrow Agent Disclosure Schedule, or any certificate delivered by or on behalf of Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall have received survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period of 12 months from the Sellers' Representative date of the Closing. Anything to the contrary notwithstanding, the Survival period shall be extended automatically to include any time period necessary to resolve a written objection claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claim by Buyer, certifying claims so asserted and not so resolved within the nature of and grounds Survival Period. Liability for any such objection and that such objection is being made in good faith (a copy of which item shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then continue until such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claimhave been finally settled, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Noticedecided, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreementor adjudicated. (d) The amount constituting the Claim Reserve Buyer shall provide written notice to Sellers of any claim for each Open Claim indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall be paid by the Escrow Agent from the Escrow Account Balance not bar Buyer's ability to Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and assert any such claim except to the extent consistent with a copy of a final determinationthat Seller is actually prejudiced thereby, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to provided that such notice is received by Sellers during the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to applicable Survival Period. Buyer shall be returned make commercially reasonable efforts to the Escrow Accountmitigate any damages, expenses, etc. resulting from any matter giving rise to liability of Sellers under this Article. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance Buyer's sole recourse against Sellers under this Article or otherwise under this Agreement shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor cause forfeiture of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer some or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release all of the Escrow Account Balance shares held in escrow pursuant to Section 1.3, at the Sellers' Representative shall not be deemed or construed as a release rate of Sellers or Sellers' Representative, by Buyer, from any liability relating to the Purchase Agreement or this Agreement$0.25 per share held in escrow.

Buyer Claims. The procedure for payments from the Escrow Account Escrowed Amount shall be as follows: (a) From time to time but subject to Section 4(e) below, as As the Buyer determines shall determine that it is entitled to an indemnification payment under Section 12 13 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under (including without limitation Section 9.8 of 13.2(a) thereof) , the Purchase Agreement, Buyer may request payment from the Escrow Account Balance Escrowed Amount by giving written notice of its such claim in substantially the form of Exhibit 1 to the Escrow Agent and to the Sellers' Representative, certifying in such notice the nature of the claimclaim in reasonable detail, the amount thereof if then ascertainable and, if not then ascertainable, a good faith estimate of Damages, the provisions amount thereof and the provision(s) in the Purchase Agreement on which the claim is based based. Buyer may give notice of claim in accordance with this Section 4(a) at any time on or prior to March 31, 2003 and a certification that such request for payment is required no notice of claim may be given to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice")Escrow Agent after March 31, 2003. (b) If If, within thirty (30) calendar days after actual receipt by the Sellers' Representative of the written notice of a claim from the Buyer in accordance with Section 4(a), the Escrow Agent has not actually received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) such claim from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from BuyerRepresentative, the claim stated in such Claim Notice notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, Buyer from the Escrow Account Balance Escrowed Amount the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on funds in the Escrowed Amount and shall notify the Sellers' Representative of such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking thirty (30) calendar days the Escrow Agent shall have actually received from the Sellers' Representative a written objection to the claim by the Buyer, certifying stating the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which objection shall in each case be sent to the Buyer by the Sellers' Representative in accordance with the provisions of Section 16 7 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account Escrowed Amount an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance Escrowed Amount to the Buyer only either (i) in accordance with a joint written instruction by the Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from by or order of the Board of Arbitration referred to in Section 9 hereof or a court or other agreed upon arbiter of competent jurisdiction and authority with respect to which any period of time to appeal such judgment or order shall have lapsed pertaining to the Open Claim, sent to the Escrow Agent and by the Buyer or the Sellers' Representative Representative, in any case accompanied by Buyer a certification that any period of time to file an appeal of such judgment or order has lapsed and no such appeal has been filed or is otherwise pending (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to the Buyer shall be returned deemed to be part of the remaining Escrowed Amount. The Escrow Agent shall, within two banking days of having been given a copy of a Final Determination for an Open Claim, pay the Buyer an amount equal to the Escrow Accountaggregate amount payable to the Buyer under the Final Determination for such Open Claim. (e) Upon The parties to this Agreement hereby acknowledge and agree that all instructions, directions or other communications given by the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid made pursuant to Buyer in accordance with Section 3(c) a writing signed by a duly authorized representative thereof, and (ii) any amounts that have been identified all instructions, directions or other communications given by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as made pursuant to a release of Sellers or writing signed by the Sellers' RepresentativeRepresentative or, by Buyerin the event of his death or disability, from any liability relating to his executor or guardian, as the Purchase Agreement or this Agreementcase may be.

Buyer Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time but subject to Section 4(e) below, as If Buyer determines that it is entitled to an has a claim for indemnification payment under Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement8.1, Buyer may request payment from the Escrow Account Balance by giving will deliver to Shareholder one or more written notices of Loss (each such notice of its claim in substantially the form of Exhibit 1 Loss a "Buyer Claim"), with a copy to the Escrow Agent Agent, prior to the expiration of eighteen (18) months from and after the Sellers' RepresentativeClosing Date, certifying except for Losses arising from a breach or inaccuracy in the representations and warranties made in Article III or Sections 4.4, 4.10(e), 4.13, 4.19 or 4.22 or any breach of any of the agreements by Shareholder contained in this Agreement, for which Buyer will deliver a Buyer Claim prior to the expiration of the applicable statute of limitations. Shareholder will not have any liability under Section 8.1 unless the written notices required by the preceding sentence are given by the date specified. Any Buyer Claim will state in reasonable detail the basis for such notice Losses to the extent then known by Buyer and the nature of the claimLoss for which indemnification is sought, and it may state the amount of Damagesthe Loss claimed. If such Buyer Claim (or an amended Buyer Claim) states the amount of the Loss claimed and Shareholder notifies Buyer that it does not dispute the claim described in such notice or fails to notify Buyer within 15 days after delivery of such notice by Buyer whether Shareholder disputes the claim described in such notice, the provisions Loss in the Purchase Agreement on which amount specified in Buyer's notice will be admitted by Shareholder (an "Admitted Claim"), and Shareholder will pay the claim is based amount of such Loss to Buyer. If Shareholder has timely disputed its liability with respect to a Buyer Claim (or an amended Buyer Claim) stating the amount of a Loss claimed, Shareholder and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made Buyer will proceed in good faith (to negotiate a "resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of the notice to Shareholder, Buyer may seek judicial recourse. If a Buyer Claim Notice")does not state the amount of the Loss claimed, such omission will not preclude Buyer from recovering from Shareholder the amount of the Loss described in such Buyer Claim if any such amount is subsequently provided in an amended Buyer Claim. (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter Shareholder will pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent Loss to Buyer by within 10 days following the Sellers' Representative in accordance with the provisions determination of Section 16 below), then such claim shall be deemed to be an "Open Claim" Shareholder's liability for and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim a Loss (which amount for each Open Claim, together with any amounts earned whether such determination is made pursuant to the procedures set forth in this Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice8.4, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (d) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance to Buyer only either (i) in accordance with a joint written instruction by agreement among Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination"), and any portion of the Claim Reserve for such Open Claim not so required to be paid to Buyer shall be returned to the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c) and (ii) any amounts that have been identified by Buyer in a Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and shall be released to Buyer or the Sellers' Representative, as applicable, in accordance with such Final Determination and shall be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance to the Sellers' Representative shall not be deemed or construed as a release of Sellers or Sellers' RepresentativeShareholder, by Buyer, from any liability relating to the Purchase Agreement arbitration award or this Agreementby final adjudication).

Buyer Claims. The procedure for payments from the Escrow Account Deposit shall be as follows: (a) Within two Business Days after the Escrow Agent receives joint written notice of the Closing Working Capital Amount from the Buyer and the Sellers' Representative, the Buyer shall be paid an amount equal to the amount by which the Closing Working Capital Amount is less than the Estimated Closing Working Capital Amount, which amount shall be set forth in the joint written notice delivered to the Escrow Agent by the Buyer and the Sellers' Representative. Such amount shall be applied, first, against the Working Capital Hold-Back and, second, if necessary, against the remainder of the Escrow Deposit. (b) From time to time but subject prior to Section 4(e) belowJuly 8, as 2005, if Buyer determines that it Buyer or any other Buyer Indemnitee is entitled to an indemnification payment under Sections 7.7 or Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 10.2 of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance Deposit by giving written notice of its the Buyer's claim in substantially the form of Exhibit 1 to the Escrow Agent and to the Sellers' Representative, certifying clarifying in such notice the nature of the claim, the amount thereof if then ascertainable and, if not then ascertainable, a good faith estimate of Damagesthe estimated amount thereof (provided, however, that the provisions Buyer shall provide the Escrow Agent and the Sellers' Representative with a specific estimated amount), and the provision(s) in the Purchase Agreement on which the claim is based and a certification that the method by and date on which such request for payment is required notice was given to be made by any Sellers pursuant to Section 9.8 each recipient and certifying, in the case of the Purchase Agreement or Section 12 notice to the Escrow Agent, that the Buyer has used reasonable efforts to confirm the actual receipt of the Purchase Agreement and being made in good faith (a "Claim Notice")Sellers' Representative. (bc) If If, within thirty (30) calendar days after actual receipt by the Escrow Agent of the written notice of a claim from the Buyer in accordance with Section 4(b), the Escrow Agent has not actually received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) such claim from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from BuyerRepresentative, the claim stated in such Claim Notice notice shall be conclusively deemed to be approved by the Sellers' Representative Representative, on behalf of the Sellers, and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, Buyer from the Escrow Account Balance Deposit an amount equal to the amount of such claim to the extent of the funds in the Escrow Account BalanceDeposit, plus any interest accrued on such amount through excluding the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied withWorking Capital Hold-Back. (cd) If within said 15 banking days the thirty (30) day period described in Section 4(c), the Escrow Agent shall have actually received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith Buyer (a copy of which objection shall in each case be sent to the Buyer by the Sellers' Representative in accordance with the provisions of Section 16 10 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account Deposit (excluding the Working Capital Hold-Back) an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Section 2 after the date of receipt of the Claim Notice with respect to the amount stated in the Claim Notice, is referred to herein as the "Claim Reserve"). Such Open Claim shall be resolved in accordance with Section 4(d) of this Agreement. (de) The amount constituting the Claim Reserve for each Open Claim shall be paid by the Escrow Agent from the Escrow Account Balance Deposit (excluding the Working Capital Hold-Back) to the Buyer only either (i) in accordance with a joint written instruction by Buyer and the Sellers' Representative or (ii) if and to the extent consistent with a copy following resolution of a final determination, finding, order, judgment and/or award from a court or other agreed upon arbiter of competent jurisdiction and authority pertaining to the Open Claim, sent to the Escrow Agent and the Sellers' Representative by Buyer (each a "Final Determination")Claim in accordance with Section 4(g) below, and any portion of the Claim Reserve for such Open Claim not so required to be paid to the Buyer shall be returned to paid by the Escrow Account. (e) Upon the date that is 24 months after the date hereof, the Escrow Account Balance shall be paid Agent to the Sellers' Representative less (i) any amount as to which a Final Determination has been made in favor of Buyer but which has not yet been paid to Buyer and (ii) any amounts that have been identified by Buyer in a Claim Notice but as to which a Final Determination has not yet been made. Notwithstanding this Section 4(e), (i) any amounts as to which a Final Determination has been made in favor of Buyer shall be paid to Buyer in accordance with Section 3(c3(d) above and (ii) any amounts that have been identified by Buyer in a such Claim Notice as to which a Final Determination has not yet been made shall remain in the Escrow Account until a Final Determination has been made and Reserve shall be released reduced to Buyer or zero; provided, that if such Open Claim is resolved prior to July 8, 2005, the Sellers' Representative, as applicable, in accordance with remaining portion of such Final Determination and Claim Reserve shall not be paid in the manner specified in this Agreement. Any release of the Escrow Account Balance distributed to the Sellers' Representative pursuant to clause (ii) of Section 3(d) but rather shall not continue to constitute a part of the Hold-Back Amount portion of the Escrow Deposit, and shall continue to be deemed available for additional claims by Buyer pursuant to the terms hereof. (f) The parties to this Agreement hereby acknowledge and agree that all instructions, directions or construed as other communications given on behalf of the Sellers shall be made pursuant to a release writing signed by Tim Armstrong or Christopher Reilly, each a duly authorized officer of Sellers xxx Xxxxxxx' Reprxxxxxxxxxx, xxx xxall be binding upon each Seller. The parties further acknowledge and agree that the Escrow Agent may rely upon such instructions, directions or other communications made by the Sellers' RepresentativeRepresentative as if made by each Seller. The powers conferred upon the Sellers' Representative pursuant to this Section 4(f) are coupled with an interest and are irrevocable. (g) If the Sellers' Representative shall raise an objection to a claim by the Buyer within the 30-day period referred to in Section 4(d) above, by Buyerthe Sellers' Representative and Buyer shall negotiate in good faith for a further 15-day period to determine the appropriate amount, from any liability relating of any, of such Open Claim. If the Sellers' Representative and the Buyer have not made such determination during such 15-day period, then, to extent such Open Claim remains in dispute, such Open Claim shall be resolved pursuant to the provisions of the Purchase Agreement or this Agreement.