Common use of Escrow Claims Clause in Contracts

Escrow Claims. (a) Prior to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute a claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Amount, Seller Parent and Buyer Parent shall provide joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreement.

Escrow Claims. (a) Prior When any Indemnified Party learns of any potential Claim under this Agreement (an “Escrow Claim”) against the Principals, it promptly will give written notice (a “Claim Notice”) to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, Principals and to the extent of the Escrow AmountAgent; provided, that failure to so notify the foregoing Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in no way be construed reasonable detail the facts known to limit any the Indemnified Party giving rise to such Escrow Claim and the amount or good faith estimate of the Buyer Indemnitees’ rights amount of Losses arising therefrom. Unless prohibited by Law, the Indemnified Party shall deliver to indemnifiable Liabilities in excess the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Escrow AmountIndemnified Party relating to a Third Party Claim; provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. (b) In the event Seller Parent does not dispute determining value for a claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied distribution from the Indemnity Holdback Escrow Amountin respect of an Escrow Claim, Seller Parent and Buyer Parent shall provide joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee the amount each OP Unit or share of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which Common Stock shall be distributed pursuant to valued at the Escrow AgreementIPO Price. (c) On The Principals shall be entitled, at their own expense, to elect to assume and control the twelve defense of any Escrow Claim based on Claims asserted by third parties (12“Third Party Claims”), through counsel chosen by the Principals, if they give written notice of their intention to do so to the Consolidated Entity giving the Claim Notice within thirty (30) month anniversary days after the receipt of the Closingapplicable Claim Notice; provided, Seller Parent however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, if the Principals exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Parties shall cooperate with the Principals in such defense and Buyer Parent shall provide a joint written instruction make available to the Escrow Agent directing Principals (unless prohibited by Law), at the Escrow Agent to distribute to Seller Parent to the accounts designated Principals’ expense, all witnesses, pertinent records, materials and information in such joint Indemnified Party’s possession or under the control of any Indemnified Party relating thereto as is reasonably required by the Principals. No Principal shall be liable for any compromise or settlement of any Third Party Claim whatsoever that is effected without his/her written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on consent. No compromise or before the date settlement of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall Third Party Claim may be satisfied effected by the Escrow Amount. Principals without the Indemnified Party’s prior written consent (dwhich shall not be unreasonably withheld or delayed) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either unless (i) Seller Parent there is no finding or admission of any violation of Law and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable no effect on any other Claims that may be made against such Indemnified Party such disputed amountParty, or (ii) Seller Parent each Indemnified Party that is party to such Claim is released from all liability with respect to such Claim and (iii) there is no equitable order, judgment or Buyer Parent term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. If the Principals do not assume and control the defense of any Escrow Claim based on a Third Party Claim as provided for in this Section 4.2(c), any Indemnified Party may present a final undertake the defense against such Third Party Claim at the Principals’ expense; provided, however, that the Principals shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses (charged at standard, non-appealable determination premium rates) of Liabilities one counsel at any time for all such Indemnified Parties (in addition to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreementone local counsel).

Escrow Claims. (a) Prior The Escrow Amount (Claims) shall operate as a security for all Sellers’ obligations related to Claims by Buyer in respect of (i) indemnification related to breaches of the Warranties, (ii) indemnification related to the expiration specific indemnities set out in Section 8.5, (iii) indemnification under the Tax indemnity set out in Section 8.4, (iv) a breach of covenant under this Agreement (where a breach is made only by a specific Seller, only such Seller shall be responsible for the twenty-four (24) month term indemnification and only such Seller’s portion of the Escrow Agreement Amount (Claims) may be deducted), and subject to (v) fraud, intentional misrepresentation or wilful breach by the applicable limitations set forth Sellers (where a specific Seller committed or had knowledge of such fraud, intentional misrepresentation or wilful breach, only such Seller shall be responsible for the indemnification and only such Seller’s portion of the Escrow Amount (Claims) may be deducted). If any amount becomes payable by Sellers in Article VIII, any amounts due to respect of any of the Buyer Indemnitee under Article VIII aforementioned Claims, the payment shall first be made by way of transferring such amount from the Escrow Account (Claims) to Buyer, except for the recovery of indemnifiable Liabilities shall be satisfied first, and Claims relating to the extent specific indemnity set out in Section 8.5.1, which payment shall first be made by way of transferring such amount from the Escrow Amount; provided, that Account (Litigation) to Buyer or the foregoing shall in no Company (as forwarded by Buyer) and secondly by way be construed to limit of transferring any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of remaining amount from the Escrow AmountAccount (Claims) to Buyer. (b) In Subject to the event Seller Parent does not dispute a claim for indemnification made by any terms and conditions of the Buyer Indemnitee that pursuant Escrow Agreement, the Parties shall release the remaining Escrow Amount (Claims) less (i) such amounts as are subject to this Article VIII is pending Claims relating to be satisfied from circumstances covered by the Escrow AmountAmount (Claims), Seller Parent and Buyer Parent shall provide joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee the (ii) an amount of USD 1,000,000 if there is any potential outstanding liability of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) Company to pay Taxes with respect to any claim for indemnification made by any the Options, to Sellers within five (5) Business Days of the Buyer Indemnitee that pursuant to this Article VIII is to date falling 18 months after Closing. Should there be satisfied from the Escrow Fund, (a “Final any such pending Claim Amount”) either or potential Tax liability described in item (i) Seller Parent and Buyer Parent or (ii) of this Section, the remaining portion of the Escrow Amount (Claims) shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee be released only (but then without delay) upon (i) such Final Claim Amountbeing finally settled or concluded and, as applicable, is non-appealable, or (ii) Seller the latest of (x) such potential Tax liability being finally settled or Buyer may present concluded, (y) six (6) months from the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary expiry of the Closing, Seller Parent statutory reassessment period applicable to such Tax liability or (y) three (3) months from the receipt of a final and Buyer Parent shall provide a joint written instruction to binding assessment decision concerning such Tax liability from the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) end of the difference between the then remaining balance in the Escrow Account and the aggregate amount applicable statutory period of all unsatisfied bona fide claims limitation for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow AmountTax reassessment. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreement.

Escrow Claims. (a) Prior If, at any time on or prior to 5:00 p.m. (Pacific Time) on the expiration date twelve months after the Closing Date, (the “Termination Date”), a Buyer Indemnitee wishes to make a claim (each, an “Indemnification Claim”) against the Escrow Fund for which it reasonably believes it is entitled to recovery under Article VIII of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIIIPurchase Agreement, any amounts due to any of the Buyer Indemnitee shall deliver to the Escrow Agent a certificate of such Buyer Indemnitee, executed by an authorized signatory of such Buyer Indemnitee (a “Buyer Indemnitee’s Certificate”), which Buyer Indemnitee’s Certificate shall: (i) state that such Buyer Indemnitee has paid, incurred or reasonably anticipates incurring Losses for which Buyer Indemnitee is entitled to recovery under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that Purchase Agreement; (ii) state the foregoing shall facts or circumstances giving rise to such right of indemnification in no way be construed to limit any reasonable detail; (iii) state the specific provisions of the Purchase Agreement under which such Buyer Indemnitees’ rights Indemnitee believes it is entitled to indemnifiable Liabilities recovery; and (iv) state the amount of such Losses incurred or that such Buyer Indemnitee reasonably anticipates to incur. Buyer Indemnitee shall also deliver any documentation which it has which reasonably supports its claim including, in excess the case of the Escrow Amounta third-party claim, any demand letter or complaint which Buyer Indemnitee may have received. (b) In When delivering said Buyer Indemnitee’s Certificate to the event Seller Parent does not dispute a claim for indemnification made by any of Escrow Agent, the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Amount, Seller Parent and Buyer Parent shall provide joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or simultaneously deliver a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution copy of such Final Claim Amount which shall be distributed pursuant Buyer Indemnitee’s Certificate and supporting documentation to the Escrow AgreementSeller. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreement.

Escrow Claims. (a) Prior to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, If any amounts are due by Sellers to Buyer (which, for purposes of this Section 9.6, shall include any of the Buyer Indemnitee under Indemnified Party) pursuant to this Article VIII for the recovery of indemnifiable Liabilities IX (other than this Section 9.6), then, first, such amounts shall be satisfied firstfrom the Indemnification Escrow Shares, and thereafter, to the extent of the Escrow Amount; provided, that the foregoing shall in no way Buyer is determined to be construed owed by Sellers amounts pursuant to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities this Section 9.6(a) in excess of the value of the Indemnification Escrow AmountShares, Buyer may seek payment for such amounts from Sellers. For purposes of this Section 6.6, the Indemnification Escrow Shares shall be valued at the closing price per share of the Common Stock as of the date 520332.000001 25576304.5 immediately preceding the date on which the Buyer seeks payment hereunder. Buyer shall not be entitled to seek indemnification for any Damages from Seller Owner unless and until (i) the Indemnification Escrow Shares are no longer available under the Escrow Agreement, and (ii) Buyer has made a good faith attempt to recover any Damages in excess of the available Indemnification Escrow Shares from Nu Blu. (b) In the event Seller Parent does If Sellers do not dispute a any claim for indemnification made by Buyer against any of the Buyer Indemnitee that Seller pursuant to this Article VIII is IX (other than this Section 9.6), at Buyer’s written election, Sellers and Buyer shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Buyer a portion of the Indemnification Escrow Shares with a value equal to the amount of the undisputed claim. If Sellers dispute any claim made by Buyer pursuant to this Article IX (other than this Section 9.6), then upon final determination of the applicable disputed amount of Damages (or a settlement between the Parties), as applicable, with respect to such claim, at Buyer’s written election, Sellers and Buyer shall provide written instructions to the Escrow Agent to disburse to Buyer a portion of the Indemnification Escrow Shares with a value equal to the amount determined by such final determination or settlement to be satisfied due. (c) Subject to Section 9.6(f), upon the expiration of the Escrow Period, Buyer and Sellers shall instruct the Escrow Agent to release to Sellers (or their designee) the Indemnification Escrow Shares then held by the Escrow Agent, save and except (i) a portion of the Indemnification Escrow Shares with a value equal to the aggregate amount of all unsatisfied claims for indemnification that Buyer has made against Sellers on or before such date pursuant to this Article IX (other than this Section 9.6) and which are subject to satisfaction (in whole or in part) from the Indemnification Escrow AmountShares plus (ii) a portion of the Indemnification Escrow Shares with a value equal to the aggregate amount of all disputed amounts or Damages that have not been resolved as of such date. Subject to Section 9.6(f), Seller Parent after all disputed claims have been finally determined, and any portion required to be paid to Buyer from the Indemnification Escrow Shares pursuant to such final determination, if any, have been paid, any remaining portion of the Indemnification Escrow Shares shall be paid to Sellers and Sellers and Buyer Parent shall provide joint written instructions to the Escrow Agent as soon as practicable after such determination to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities Sellers (or a settlement between the partiestheir designee) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amountportion. (d) Upon At any time, the Parties may jointly instruct, in the manner provided in the Escrow Agreement, the Escrow Agent to transfer all or a portion of the remaining balance of the Indemnification Escrow Shares to either Sellers or Buyer, as the Parties may agree. (e) Any interest or other income on the Indemnification Escrow Shares shall be allocable to Sellers for Tax purposes pursuant to Proposed Treasury Regulation Section 1.468B-8(h)(2), as such Proposed Treasury Regulations may be amended or modified, including upon the issuance of temporary or final regulations. (f) Notwithstanding anything in this Agreement to the contrary, if the Sellers have not delivered to the Buyer a complete and correct copy of the Procedural Manual and related documentation required to achieve initial compliance with 49 CFR §192 by the expiration of the twenty-four (24) month term Escrow Period, then any Indemnification Escrow Shares in the custody of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, 520332.000001 25576304.5 shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior released to the expiration of the term of the Escrow AgreementBuyer, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Sellers and Buyer Parent shall provide joint written instructions to the Escrow Agent as soon as practicable thereafter to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities shares to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow AgreementBuyer.

Escrow Claims. If Purchaser desires to make a claim under the Escrow, it must make such claim prior to the second anniversary of the Closing Date. Purchaser Indemnified Parties may do so by either stating that it intends to make a claim against the Escrow in the Claim Notice or pursuant to a separate writing (a) in either case, the "Escrow Claim Notice"). Except as otherwise provided herein, any claim by any Purchaser Indemnified Party against the Escrow described in an Escrow Claim Notice shall be referred to herein as an "Escrow Claim," or, if multiple, "Escrow Claims." Prior to the expiration of the twenty-four Notice Period, the Sellers' Representative shall either (24x) month term of the Escrow Agreement execute and subject deliver to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute Purchaser a claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is certificate to be satisfied from the Escrow Amount, Seller Parent and Buyer Parent shall provide joint written instructions countersigned by Purchaser to direct jointly the Escrow Agent to disburse promptly to Purchaser, out of the applicable Buyer Indemnitee Escrow Funds, the amount of such Losses, or (y) notify Purchaser, with contemporaneous delivery to the undisputed claimEscrow Agent, in writing of an intention to dispute the Escrow Claim(s) and the basis of such dispute (a "Dispute Notice"). Upon final non-appealable determination If Sellers' Representative does not take any action within the Notice Period, Sellers shall be deemed to have accepted full liability for such Escrow Claims. If the Sellers' Representative agrees that Sellers have an indemnification obligation but object in writing on the basis that they are obligated to pay only a lesser amount, then within two Business Days after Purchaser's receipt of Liabilities the Sellers' Representative written objection, and without prejudice to Purchaser's claim for the difference, Sellers' Representative shall execute and deliver to Purchaser a certificate to be countersigned by Purchaser, to direct jointly the Escrow Agent to promptly disburse to Purchaser, Escrow Funds equal to the lesser amount. If the Sellers' Representative delivers a Dispute Notice in accordance with Section 9.6(b), Purchaser and Sellers' Representative shall attempt in good faith until thirty (or a settlement between 30) days after receipt of any Dispute Notice to agree upon the parties) rights of the respective parties with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the each Escrow FundClaim. If Purchaser and Sellers' Representative should so agree, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee memorandum setting forth such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which agreement shall be distributed pursuant to prepared and signed by the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent Sellers' Representative and Buyer Parent Purchaser and Purchaser and Sellers' Representative shall provide also execute a joint written instruction to the Escrow Agent certificate jointly directing the Escrow Agent to distribute to Seller Parent to disburse promptly such Escrow Funds in the accounts designated manner set forth in such joint written instruction an amount equal to fifty percent (50%) of certificate which shall be consistent with the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date terms of such twelve memorandum. If Purchaser and Sellers' Representative are unable to agree within such thirty (1230) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreementday period, then such Escrow Funds valued at the amount in dispute shall remain be retained in the Escrow Account until either (i) Seller Parent such dispute shall be resolved in accordance with Section 10.12. Promptly after such resolution, Purchaser and Buyer Parent provide joint written instructions the Sellers' Representative shall execute and deliver to the Escrow Agent a memorandum which directs the Escrow Agent to disburse to such Funds in accordance with such resolution and the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination terms of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreement.

Escrow Claims. (a) Prior If any amounts are due by Seller to Purchaser pursuant to this Article 11 (other than this Section 11.5), then, first, (i) 24.642% (the “Escrow Percentage”) of such amounts shall be satisfied from the Indemnity Escrow Amount and (ii) 75.358% of such amounts shall be paid by Seller and supported by the Guarantee, provided that such amounts may be paid directly to Purchaser by the guarantor under the Guarantee, thereafter, to the expiration extent that Purchaser is determined to be owed by Seller amounts pursuant to Section 11.5(a)(i) in excess of the Indemnity Escrow Amount, Purchaser may seek payment for such amounts from Seller. (b) If Seller does not dispute any claim made by Purchaser against Seller pursuant to this Article 11 (other than this Section 11.5), at Purchaser’s written election, Seller and Purchaser shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Purchaser the Escrow Percentage of the amount of the undisputed claim. If Seller disputes any claim made by Purchaser pursuant to this Article 11 (other than this Section 11.5), then upon final determination of the applicable disputed amount or Damages (or a settlement between the Parties), as applicable, with respect to such claim, at Purchaser’s written election, Seller and Purchaser shall provide written instructions to the Escrow Agent to disburse to Purchaser the Escrow Percentage of the amount determined by such final determination or settlement to be due. (c) On the date that is twenty-four (24) month term months after the Closing Date, Purchaser and Seller shall instruct the Escrow Agent to release to Seller (or its designee) the then existing amount of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Indemnity Escrow Amount; provided, that save and except (i) the foregoing shall in no way be construed to limit any aggregate amount of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute a claim all unsatisfied claims for indemnification that Purchaser has made by any of the Buyer Indemnitee that against Seller on or before such date pursuant to this Article VIII is 11 (other than this Section 11.5) and which are subject to satisfaction (in whole or in part) from the Indemnity Escrow Amount plus (ii) the Escrow Percentage of the aggregate amount of all disputed amounts or Damages that have not been resolved as of such date. After all disputed claims have been finally determined, and any amounts required to be satisfied paid to Purchaser from the Indemnity Escrow AmountAmount pursuant to such final determination, if any, have been paid, any remaining amount of the Indemnity Escrow Amount shall be paid to Seller Parent and Buyer Parent Seller and Purchaser shall provide joint written instructions to the Escrow Agent as soon as practicable after such determination to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities Seller (or a settlement between the partiesits designee) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amountamount. (d) Upon At any time, the expiration Parties may jointly instruct, in the manner provided in the Escrow Agreement, the Escrow Agent to transfer all or a portion of the remaining balance of the Indemnity Escrow Account to either Seller or Purchaser, as the Parties may agree. Prior to the Closing Date, or from and after the Closing and prior to the date that is twenty-four (24) month term months after the Closing Date, if the Parties agree that Seller’s payment obligations with respect to certain amounts due by Seller to Purchaser pursuant to Article 11 and Section 11.5(a)(i) shall be guaranteed by an affiliate of GSO Capital Partners, reasonably acceptable to Purchaser, pursuant to a duly executed payment guarantee for the benefit of Purchaser in the form reasonably satisfactory to Purchaser (the “Additional Guarantee”), then, if prior to the Closing Date the Parties shall agree upon the new Escrow Indemnity Amount based upon the amount being supported by the Additional Guarantee, and if after the Closing Date, the Parties shall jointly instruct, in the manner provided in the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release transfer such amount of the remaining balance of the Indemnity Escrow Account to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on (or before the date of such twenty-four (24its designee) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, as is then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed being guaranteed pursuant to the Additional Guarantee. (e) Any interest or other income on the Indemnity Escrow AgreementAmount shall be allocable to Seller for Tax purposes pursuant to Proposed Treasury Regulation Section 1. 468B-8(h)(2), as such Proposed Treasury Regulations may be amended or modified, including upon the issuance of temporary or final regulations.

Escrow Claims. (a) Prior to the expiration As soon as reasonably practicable after becoming aware of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute a claim for indemnification made through the second anniversary of the Closing Date, MTLM shall deliver to Sellers a certificate signed by any officer of MTLM (a "Offset Notice"), stating that Losses exist or are asserted, and specifying in reasonable detail the individual items of such Losses, and the nature of the Buyer Indemnitee misrepresentation, breach of warranty or covenant to which such item is related provided that pursuant the failure of MTLM to this give prompt notice shall not relieve Sellers of their obligations under Article VIII is XII except (i) to the extent that Sellers shall actually and materially have been prejudiced thereby or (ii) if such notice shall be first given after the second anniversary of the Closing Date. Except as otherwise provided herein, any claim by any MTLM Indemnified Party against the Escrow described in an Offset Notice shall be referred to herein as an "Escrow Claim" or, if multiple, "Escrow Claims." Within thirty (30) calendar days after receipt of the Offset Notice, the Sellers shall either (x) execute and deliver to MTLM a certificate to be satisfied from the Escrow Amount, Seller Parent and Buyer Parent shall provide joint written instructions countersigned by MTLM to direct jointly the Escrow Agent to disburse promptly to MTLM, Escrow Shares and/or Escrow Cash valued at the applicable Buyer Indemnitee amount of such Losses, (y) agree to pay MTLM in cash the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or Losses set forth in such Offset Notice in accordance with the next sentence and execute and deliver to MTLM a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is certificate to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent countersigned by MTLM jointly directing the Escrow Agent to distribute disburse promptly to Seller Parent Sellers, Escrow Shares valued at the amount of such Losses or (z) notify MTLM, with contemporaneous delivery to the accounts designated Escrow Agent, in writing of an intention to dispute the Escrow Claim(s) and the basis of such joint written instruction an amount equal dispute. If Sellers elect to fifty percent act in accordance with clause (50%y) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either immediately preceding sentence (i) Seller Parent MTLM shall promptly execute the certificate received from Sellers and Buyer Parent provide joint written instructions deliver such certificate to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or and (ii) Seller Parent Sellers shall pay MTLM in cash (by check or Buyer Parent may present a final non-appealable determination of Liabilities to wire transfer) the Escrow Agent for distribution amount of such disputed amount which shall be distributed pursuant to Losses set forth in the Escrow Agreement.applicable Offset Notice against receipt of such

Escrow Claims. (a) Prior to At Closing, (i) Parent, Sellers and the expiration of the twenty-four (24) month term of Escrow Agent shall execute the Escrow Agreement and (ii) Parent shall cause the Transfer Agent to issue in book-entry form, in the name of the Escrow Agent (solely in its capacity as Escrow Agent for Parent and Sellers), in accordance with Section ‎2.6(f) and pursuant to the Escrow Agreement, a number of shares of Parent Common Stock equal to (i) the Escrow Amount, divided by (ii) the Per Share Value (such shares of Parent Common Stock, together with any dividends, distributions, earnings or other amounts accrued thereon, the “Escrowed Shares”), to be held in book-entry form in the name of the Escrow Agent (solely in its capacity as Escrow Agent for Parent and Sellers) and disbursed as provided in this Section 11.1 and the terms of the Escrow Agreement. The Escrow Agent shall act as escrow agent and safeguard and disburse the Escrowed Shares pursuant to the terms and conditions of this Agreement and the Escrow Agreement. The Escrowed Shares will not be subject to any Encumbrance or attachment of any creditor of any Party and will be used solely for the purposes and subject to the conditions set forth in this Agreement and the Escrow Agreement. (b) Subject to the applicable limitations set forth in Article VIIIX, any amounts due by Sellers to any of the Buyer Indemnitee under pursuant to Article VIII for the recovery of indemnifiable Liabilities X shall first be satisfied first, and to from the Escrowed Shares. To the extent of the Escrow Amount; provided, that the foregoing shall in no way Buyer is determined to be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities owed by Sellers amounts in excess of the Escrow Amount, Sellers shall pay Buyer, within fifteen (15) Business Days following the applicable Seller Liability Determination, an amount in cash equal to such excess by wire transfer of immediately available funds to the account designated by Buyer. (bc) In the event Seller Parent does If Sellers do not dispute a any claim for indemnification made by any of the Buyer Indemnitee that against Sellers pursuant to this Article VIII is to be satisfied from the Escrow AmountX, Seller Parent Sellers and Buyer Parent shall provide joint written instructions Joint Instructions to the Escrow Agent in accordance with the Escrow Agreement to cause the Transfer Agent to disburse to the applicable Buyer Indemnitee Parent a number of Escrowed Shares equal to (i) the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) with respect to any claim for indemnification made , divided by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or the Per Share Value. If Sellers do dispute any claim made by Buyer may present pursuant to Article X, then upon the final non-appealable determination of Liabilities the amount in question (or a settlement between the applicable parties), as applicable, with respect to such claim, Sellers and Parent shall provide Joint Instructions to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to in accordance with the Escrow Agreement. (c) On Agreement to cause the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Transfer Agent to distribute disburse to Seller Parent to the accounts designated in such joint written instruction an amount a number of Escrowed Shares equal to fifty percent (50%A) of the difference between amount determined by such final, non-appealable determination or settlement to be due, divided by (B) the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow AmountPer Share Value. (d) Upon On the expiration date that is two (2) Business Days after the first anniversary of the twenty-four (24) month term of the Escrow AgreementClosing Date, Buyer Parent Sellers and Seller Parent shall instruct the Escrow Agent to cause the Transfer Agent to release to Seller Parent the difference between Sellers and/or their designees the then-remaining Escrow Amount and Escrowed Shares, less the number of Escrowed Shares equal to (i) one hundred ten percent (110%) of the aggregate amount of all unsatisfied bona fide unsatisfied claims for indemnification that the Buyer Indemnitees have has validly made against Sellers on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII X and whichwhich are subject to satisfaction (in whole or in part) from the Escrowed Shares, under this Article VIII, shall be satisfied divided by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow AgreementPer Share Value.

Escrow Claims. (a) Prior If any amounts are due by Seller to Purchaser pursuant to this Article 11 (other than this Section 11.5), then such amounts shall be first satisfied from the Indemnity Escrow Amount. To the extent that Purchaser is determined to be owed by Seller amounts in excess of the Indemnity Escrow Amount, Purchaser may seek payment for such amounts from Seller. (b) If Seller does not dispute any claim made by Purchaser against Seller pursuant to this Article 11 (other than this Section 11.5), at Purchaser’s written election, Seller and Purchaser shall provide written instructions to the expiration Escrow Agent in accordance with the Escrow Agreement to disburse to Purchaser the amount of the undisputed claim. If Seller disputes any claim made by Purchaser pursuant to this Article 11 (other than this Section 11.5), then upon final determination of the applicable disputed amount or Damages (or a settlement between the Parties), as applicable, with respect to such claim, at Purchaser’s written election, Seller and Purchaser shall provide written instructions to the Escrow Agent to disburse to Purchaser the amount determined by such final determination or settlement to be due. (c) On the date that is twenty-four (24) month term months after the Closing Date, Purchaser and Seller shall instruct the Escrow Agent to release to Seller (or its designee) the then existing amount of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Indemnity Escrow Amount; provided, that save and except (i) the foregoing shall in no way be construed to limit any aggregate amount of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute a claim all unsatisfied claims for indemnification that Purchaser has made by any of the Buyer Indemnitee that against Seller on or before such date pursuant to this Article VIII is 11 (other than this Section 11.5) and which are subject to satisfaction (in whole or in part) from the Indemnity Escrow Amount plus (ii) the aggregate amount of all disputed amounts or Damages that have not been resolved as of such date. After all disputed claims have been finally determined, and any amounts required to be satisfied paid to Purchaser from the Indemnity Escrow AmountAmount pursuant to such final determination, if any, have been paid, any remaining amount of the Indemnity Escrow Amount shall be paid to Seller Parent and Buyer Parent Seller and Purchaser shall provide joint written instructions to the Escrow Agent as soon as practicable after such determination to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities Seller (or a settlement between the partiesits designee) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amountamount. (d) Upon At any time, the expiration of Parties may jointly instruct, in the twenty-four (24) month term of manner provided in the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release transfer all or a portion of the remaining balance of the Indemnity Escrow Account to either Seller or Purchaser, as the Parties may agree. (e) Any interest or other income on the Indemnity Escrow Amount shall be allocable to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date Tax purposes pursuant to this Article VIII and whichProposed Treasury Regulation Section 1.468B-8(h)(2), under this Article VIIIas such Proposed Treasury Regulations may be amended or modified, shall be satisfied by including upon the Escrow Amount. Should any claim for indemnification be brought prior to the expiration issuance of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, temporary or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreementregulations.

Escrow Claims. (a) Prior to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject Subject to the applicable limitations set forth in Article VIII6, any amounts due by Sellers to Purchaser for any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities Title Defect shall be first satisfied first, and to the extent of from the Escrow Amount; provided, that however, if the foregoing shall in no way be construed to limit any aggregate amount of the Buyer Indemnitees’ rights Title Defects exceeds Ninety Five Million Dollars ($95,000,000), Purchaser may, in its sole discretion, require a payment from Sellers for such excess Title Defects rather than from the remaining Escrow Amount. Subject to indemnifiable Liabilities the applicable limitations set forth in this Article 11, any amounts due by a Seller to Purchaser pursuant to this Article 11 will be first satisfied from the Escrow Amount. To the extent that Purchaser is determined to be owed by Sellers amounts in excess of the Escrow Amount, Purchaser may seek payment for such amounts from Sellers. (b) In the event Seller Parent does If Sellers do not dispute a any claim for indemnification made by any Purchaser against Sellers, at Purchaser’s written election, Sellers and Purchaser shall provide written instructions to the Escrow Agent in accordance with the Escrow Agreement to disburse to Purchaser the amount of the Buyer Indemnitee that pursuant undisputed claim. If Sellers do dispute any claim made by Purchaser, then upon final determination of the Title Defect Amount or Liability (or a settlement between the applicable Parties), as applicable, with respect to this Article VIII is to be satisfied from the Escrow Amountsuch claim, Seller Parent at Purchaser’s written election, Sellers and Buyer Parent Purchaser shall provide joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee Purchaser the amount of the undisputed claim. Upon determined by such final non-appealable determination of Liabilities (or a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from due and which amount is then remaining in the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination Account of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow AgreementSellers. (c) On the twelve date that is five (125) month anniversary of Business Days after the ClosingDetermination Date, Seller Parent Purchaser and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent Sellers shall instruct the Escrow Agent to release to Seller Parent Sellers the difference between then existing amount of the thenEscrow Amount, save and except (i) One Hundred Forty Two Million Five Hundred Thousand Dollars ($142,500,000) plus (ii) the aggregate amount of all Disputed Title Amounts that have not been resolved as of such date. On the date that is nine (9) months after the Closing Date, Purchaser and Sellers shall instruct the Escrow Agent to release to Sellers the then existing amount of the Escrow Amount, save and except (x) Ninety-remaining Escrow Amount and Five Million Dollars ($95,000,000), plus (y) the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have Purchaser has made against Sellers on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII 11 and whichwhich are subject to satisfaction (in whole or in part) from the Escrow Amount and plus (z) the aggregate amount of all Disputed Title Amounts that have not been resolved as of such date. On the date that is twelve (12) months after the Closing Date, under this Article VIII, Purchaser and Sellers shall be satisfied by instruct the Escrow Agent to release to Sellers the then existing amount of the Escrow Amount. Should any claim , save and except (y) the aggregate amount of all unsatisfied claims for indemnification be brought prior that Purchaser has made against Sellers on or before such date pursuant to this Article 11 and which are subject to satisfaction (in whole or in part) from the expiration Escrow Amount plus (z) the aggregate amount of all Disputed Title Amounts that have not been resolved as of such date. (d) At any time, the term of Parties may jointly instruct, in the manner provided in the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to transfer all or a portion of the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination remaining balance of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant Account to either Sellers or Purchaser, as the Escrow AgreementParties may agree.

Escrow Claims. (a) Prior At the time when either of the Consolidated Entities learns of any potential claim under this Agreement (an “Escrow Claim”) against the Principals, it will promptly give written notice (a “Claim Notice”) to the expiration of the twenty-four (24) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, Principals and to the extent of the Escrow AmountAgent; provided, that failure to so notify the foregoing Principals or the Escrow Agent, as applicable, shall not prevent recovery under this Agreement, except to the extent that any Principal shall have been materially prejudiced by such failure. Each Claim Notice shall describe in no way be construed reasonable detail the facts known to limit any the Indemnified Party giving rise to such Escrow Claim, and the amount or good faith estimate of the Buyer Indemnitees’ rights amount of Losses arising therefrom. The Indemnified Party shall deliver to indemnifiable Liabilities in excess the Principals, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Escrow AmountIndemnified Party relating to a Third Party Claim (as defined below); provided, that failure to do so shall not prevent recovery under this Agreement, except to the extent that a Principal shall have been materially prejudiced by such failure. (b) In the event Seller Parent does not dispute a claim for indemnification Any payment made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Indemnity Holdback Escrow Amountin respect of an Escrow Claim will be allocated among the Participant Accounts pro rata in accordance with the Individual Percentages. In determining value for such allocation, Seller Parent and Buyer Parent distribution from the Indemnity Holdback Escrow in respect of an Escrow Claim, each OP Unit shall provide joint written instructions to be valued at the IPO Price. If the Escrow Agent is restrained, enjoined or stayed by law or court order from withdrawing assets from one Participant Account, the amount which would have been drawn from such Participant Account shall be allocated to disburse and withdrawn from the other Participant Account. If the Escrow Agent ceases to be so restrained, enjoined or stayed, then to the applicable Buyer Indemnitee extent practicable, the Participant Account from which an additional amount was withdrawn under the prior sentence shall be credited with the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or such withdrawal through a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied deduction from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to Participant Account that was the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution subject of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreementrestraint, injunction or stay. (c) On The Principals shall be entitled, at their own expense, to elect in accordance with Section 4.06 below, to assume and control the twelve defense of any Escrow Claims based on claims asserted by third parties (12“Third Party Claims”), through counsel chosen by the Principals, if they give written notice of their intention to do so to the Consolidated Entities within thirty (30) month anniversary days of the Closingreceipt of the applicable Claim Notice; provided, Seller Parent however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Principals exercise the right to undertake any such defense against a Third Party Claim, the Indemnified Party shall cooperate with the Principals in such defense and Buyer Parent shall provide a joint written instruction make available to the Escrow Agent directing Principals, at the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance Principals’ expense, all witnesses, pertinent records, materials and information in the Escrow Account and Indemnified Party’s possession or under the aggregate amount of all unsatisfied bona fide claims for indemnification that Indemnified Party’s control relating thereto as is reasonably required by the Buyer Indemnitees have made on Principals. No compromise or before the date settlement of such twelve Third Party Claim may be effected by either the Indemnified Party, on the one hand, or the Principals, on the other hand, without the other party’s consent (12which shall not be unreasonably withheld or delayed) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either unless (i) Seller Parent there is no finding or admission of any violation of Law and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party no effect on any other claims that may be made against such disputed amount, or other party and (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities each Indemnified Party that is party to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant claim is released from all liability with respect to the Escrow Agreementsuch claim.

Escrow Claims. (ai) Prior To validly claim that it is entitled to Escrow Funds, the Purchaser must deliver to the expiration Seller and the Escrow Agent, prior to the Escrow Release Date, a written notice (such notice, an “Escrow Claim”) (A) indicating that the Purchaser is entitled to Escrow Funds pursuant to the Purchase Agreement, (B) describing the Purchaser’s basis therefor, (C) specifying the amount that the Purchaser claims the Seller owes to the Purchaser in respect thereof (which amount may exceed the Escrow Funds) (such amount, a “Claim Amount”), and (D) providing evidence of payment of the twenty-four (24) month term Claim Amount on behalf of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow AmountSeller. (bii) In To validly object to a given Escrow Claim, the event Seller Parent does not dispute a claim for indemnification made by any of must deliver to the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from Purchaser and the Escrow AmountAgent, on or prior to the date that is ten (10) Business Days after the date on which the Seller Parent receives or is deemed to have received such Escrow Claim, a written notice (an “Escrow Claim Objection Notice”) indicating that the Seller objects to the Escrow Claim, describing the Seller’s basis for its objection, and Buyer Parent specifying an alternative amount (if any) owed by the Seller to the Purchaser in respect of such Escrow Claim. (iii) If the Seller delivers an Escrow Claim Objection Notice in accordance with Section 4(c)(ii), then the Purchaser and the Seller shall provide seek in good faith to reach an agreement with respect to the Claim Amount (or portion thereof) that is the subject of such Escrow Claim Objection Notice on or before the date that is three (3) Business Days after the date on which the Purchaser receives or is deemed to have received the Escrow Claim Objection Notice. If the Purchaser and the Seller reach an agreement on or before such date as to any Claim Amount owed by the Seller to the Purchaser, then they shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the applicable Buyer Indemnitee Purchaser the amount of agreed-upon Claim Amount in accordance with Section 4(c)(v). If the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between Purchaser and the parties) Seller are unable to reach an agreement with respect to any claim Claim Amount (or portion thereof) within such period, then the Purchaser and the Seller shall submit such dispute to the Bankruptcy Court for indemnification made by any determination of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fundfinal and binding Claim Amount, if any (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement). (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow Agreement.

Escrow Claims. Upon the making by an Indemnified Party of any indemnification claim from the Escrow Account pursuant to Section 13.2 or Section 13.3 (aan “Escrow Claim”), Parent (on behalf of such Indemnified Party) Prior shall notify the Representative and the Escrow Agent of such claim and an estimate of the amount necessary to satisfy and pay such claim, which may be updated from time to time by Parent (each such amount, a “Pending Escrow Claims Amount” and each such notice, a “Pending Escrow Claims Notice”) and the Escrow Agent will only thereafter distribute any Pending Escrow Claims Amounts in accordance with this Section 13.5(a) and Section 13.5(d) below. If Parent delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and the Representative does not deliver a written objection to such Pending Escrow Claims Amount to Parent and the Escrow Agent within thirty (30) days after Parent’s delivery of such Pending Escrow Claims Notice, then the Escrow Agent will distribute to Parent on behalf of such Indemnified Party such Pending Escrow Claims Amount within two (2) Business Days after the expiration of such thirty (30) day period in accordance with the twenty-four (24) month term terms of the Escrow Agreement Agreement. If Parent delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and subject the Representative delivers a written objection to the applicable limitations set forth in Article VIII, any amounts due such Pending Escrow Claims Amount to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amount. (b) In the event Seller Parent does not dispute a claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Amount, Seller Parent and Buyer Parent shall provide joint written instructions to the Escrow Agent within thirty (30) days after delivery of such Pending Escrow Claims Notice by Parent, then Parent and the Representative shall promptly use their commercially reasonable efforts to disburse settle the dispute as to whether and to what extent the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) Indemnified Party is entitled to indemnification with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the such Escrow Fund, (a “Final Claim Amount”) either (i) Seller Claim. If Parent and Buyer Parent shall provide joint written instructions the Representative are able to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or reach agreement within thirty (ii30) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution days after delivery of such Final Claim Amount which shall be distributed pursuant to the Pending Escrow Agreement. (c) On the twelve (12) month anniversary of the ClosingClaims Notice by Parent, Seller then Parent and Buyer Parent the Representative shall provide deliver a joint written instruction to the Escrow Agent directing setting forth such agreement and instructing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in release funds from the Escrow Account pursuant thereto (an “Escrow Claim Settlement Letter”), and the aggregate amount Escrow Agent shall release such funds in accordance with the terms of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before Escrow Agreement. If Parent and the date Representative are unable to reach agreement within thirty (30) days after delivery of such twelve (12) month anniversary pursuant to this Article and whichPending Escrow Claims Notice by Parent, under this Article, shall be satisfied by then the Escrow Amount. Agent shall release the portion of such Escrow Claim not in dispute (dif any) Upon from the expiration of Escrow Account in accordance with the twenty-four (24) month term terms of the Escrow Agreement, Buyer and the portion of such Escrow Claim remaining in dispute may be submitted to a court of competent jurisdiction by Parent and Seller Parent shall instruct (on behalf of the Indemnified Parties) or the Representative (on behalf of the Indemnifying Parties), after which point the Escrow Agent will only distribute such Pending Escrow Claims Amount in accordance with a final, non-appealable judgment of a court of competent jurisdiction finally determining the amount, if any, of Indemnified Losses to which an Indemnified Party is entitled for the claim related to such Pending Escrow Claims Amount (an “Escrow Claim Final Court Order”) or an Escrow Claim Settlement Letter. Any Pending Escrow Claims Amount or portion thereof to which an Indemnified Party is entitled in accordance with an Escrow Claim Settlement Letter or an Escrow Claim Final Court Order will be distributed by the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made such Indemnified Party on or before the date two (2) Business Days following delivery of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Claim Settlement Letter or Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions Claim Final Court Order to the Escrow Agent to disburse to the applicable Indemnified Party such disputed amount, or (ii) Seller Parent or Buyer Parent may present a final non-appealable determination of Liabilities to the Escrow Agent for distribution of such disputed amount which shall be distributed pursuant to the Escrow AgreementAgent.

Escrow Claims. (ai) Prior Upon the making by a Purchaser Indemnified Party of any indemnification claim for reimbursement from the Indemnification Escrow Account pursuant to Section 8.2 or Section 8.3 (an “Escrow Claim”), Purchaser shall notify the Seller Representative and the Escrow Agent in writing of such claim and the amount necessary to satisfy and pay such claim (each such amount, a “Pending Escrow Claims Amount” and each such notice, a “Pending Escrow Claims Notice”). (ii) If Purchaser delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and the Seller Representative does not deliver a written objection to such Pending Escrow Claims Amount to Purchaser and the Escrow Agent within thirty (30) days after Purchaser’s delivery of such Pending Escrow Claims Notice to the Seller Representative and the Escrow Agent, then Purchaser and the Seller Representative shall execute and deliver to the Escrow Agent joint written instructions directing the Escrow Agent to disburse to Purchaser from the Indemnification Escrow Account the Pending Escrow Claims Amount within two (2) Business Days after the expiration of the twenty-four such thirty (2430) month term of the Escrow Agreement and subject to the applicable limitations set forth in Article VIII, any amounts due to any of the Buyer Indemnitee under Article VIII for the recovery of indemnifiable Liabilities shall be satisfied first, and to the extent of the Escrow Amount; provided, that the foregoing shall in no way be construed to limit any of the Buyer Indemnitees’ rights to indemnifiable Liabilities in excess of the Escrow Amountday period. (biii) In If Purchaser delivers a Pending Escrow Claims Notice setting forth a Pending Escrow Claims Amount and the event Seller Parent does not Representative delivers a written objection to such Pending Escrow Claims Amount to Purchaser and the Escrow Agent within thirty (30) days after delivery of such Pending Escrow Claims Notice by Purchaser, then Purchaser and the Seller Representative shall promptly use their commercially reasonable efforts to settle the dispute a claim for as to whether and to what extent the Purchaser Indemnified Party is entitled to indemnification made with respect to such Escrow Claim. (iv) If Purchaser and the Seller Representative are able to reach agreement within thirty (30) days after delivery of such Pending Escrow Claims Notice by any Purchaser, and such agreement involves the payment to Purchaser of an amount in satisfaction of such Purchaser Indemnified Losses, then Purchaser and the Buyer Indemnitee that pursuant Seller Representative shall execute and deliver to this Article VIII is the Escrow Agent joint written instructions directing the Escrow Agent to be satisfied disburse to Purchaser from the Indemnification Escrow AmountAccount the agreed upon amount within two (2) Business Days after Purchaser and the Seller Representative reach agreement. (v) If Purchaser and the Seller Representative are unable to reach agreement within thirty (30) days after delivery of such Pending Escrow Claims Notice by Purchaser, then Purchaser and the Seller Parent and Buyer Parent Representative shall provide deliver joint written instructions to the Escrow Agent to disburse to the applicable Buyer Indemnitee the amount of the undisputed claim. Upon final non-appealable determination of Liabilities (or a settlement between the parties) with respect to any claim for indemnification made by any of the Buyer Indemnitee that pursuant to this Article VIII is to be satisfied from the Escrow Fund, (a “Final Claim Amount”) either (i) Seller Parent and Buyer Parent shall provide joint written instructions to Escrow Agent to disburse to the applicable Buyer Indemnitee such Final Claim Amount, or (ii) Seller or Buyer may present the final non-appealable determination of Liabilities to the Escrow Agent for distribution of such Final Claim Amount which shall be distributed pursuant to the Escrow Agreement. (c) On the twelve (12) month anniversary of the Closing, Seller Parent and Buyer Parent shall provide a joint written instruction to the Escrow Agent directing the Escrow Agent to distribute to Seller Parent to the accounts designated in such joint written instruction an amount equal to fifty percent (50%) of the difference between the then remaining balance in the Escrow Account and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twelve (12) month anniversary pursuant to this Article and which, under this Article, shall be satisfied by the Escrow Amount. (d) Upon the expiration of the twenty-four (24) month term of the Escrow Agreement, Buyer Parent and Seller Parent shall instruct the Escrow Agent to release to Seller Parent the difference between the then-remaining Escrow Amount and the aggregate amount of all unsatisfied bona fide claims for indemnification that the Buyer Indemnitees have made on or before the date of such twenty-four (24) month anniversary date pursuant to this Article VIII and which, under this Article VIII, shall be satisfied by the Escrow Amount. Should any claim for indemnification be brought prior to the expiration of the term of the Escrow Agreement, then such amount in dispute shall remain in the Escrow Account until either (i) Seller Parent and Buyer Parent provide joint written instructions to instructing the Escrow Agent to disburse to Purchaser the applicable Indemnified Party amount of the Escrow Claim not in dispute (if any) and the portion of such disputed amountEscrow Claim in dispute may be submitted to a court of competent jurisdiction by Purchaser or the Seller Representative. Thereafter, such Pending Escrow Claims Amount (or portion thereof) shall only be disbursed from the Indemnification Escrow Account either in accordance with (iiA) Seller Parent or Buyer Parent may present a final final, non-appealable determination judgment of Liabilities a court of competent jurisdiction finally determining the amount, if any, of Purchaser Indemnified Losses to which a Purchaser Indemnified Party is entitled for the claim related to such Pending Escrow Claims Amount (an “Escrow Claim Final Court Order”) or (B) joint written instructions of Purchaser and the Seller Representative directing the Escrow Agent to disburse the amount, if any, of Purchaser Indemnified Losses to which a Purchaser Indemnified Party is entitled for distribution of the claim relating to such disputed amount which shall be distributed pursuant to the Pending Escrow AgreementClaims Amount.