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5111! Fund to be paid by Sellers to Buyer pursuant to Section 2.6(b)(1)(B) of the Purchase Agreement and (ii) ajoint instruction in writing of Buyer and FHGLP to make the payment specified in clause (I) above to Buyer from the Adjustment Fund. Upon receipt of such joint instruction. Escrow Agent shall promptly make such payment to Buyer. (b) The Escrow Agent shall not pay any amount of the Adjustment Fund to FHGLP or Buyer, except (i) in accordance with Section 2.1(a) and Sections 2.2.2.5, 2.6 and 6.8 hereof, (ii) pursuant tojoint instruction in writing from Buyer and FHGLP. or (iii) pursuant to a Court Order (as hereinafter defined). 2.2 Release of Adiustment Fund. On the date on which the Escrow Agent makes the payment to Buyer pursuant To Section 2.1(a) hereof (the Tayment Date"). the Escrow Agent shall pay to FHGLP by way of certified or bank check the balance then remaining of the Adjustment Fund in accordance with Buyers and FHGLP'sjoint inttuction. To the extent that no payment is owing by Sellers pursuant to Section 2.6%1 HB) of the Purchase .Agreement and paid pursuant to Section 2.1(a) hereof, Buyer and FHGLP shall promptly. but in no evert later than three (3) business days after the date the amount of Aggregate Consideration is finally determined pursuant to Section 2.6(a) of the Purchase Agreement, deliver to the Escrow Agent a joint instruction in writing of Buyer and FHGLP to pay the Adjustment Fund to FHGLP. Upon receipt ofsuchjoint instruction, the Escrow Agent shall promptly make such pa)ment to FHGLP by cenified or bank check (or as FHGLP shall have otherwise instructed the Escrow Agent) in accordancewith such joint insmtetions. Prior to the times specifically provided in this Section and Section 6.8, FHGLP shall have no rights to receive, pledge, borrow or otherwise obtain the benefits of the money or other property constituting the Adjustment Fund. 2.3 Dispute. In the event of any dispute among any ofthe parties to this Agreement. the Escrow Agent shall not comply with any claims or demands a9 long as such disagreements may continue, and in so refusing, the Escrow Agent shall make no delivery or other disposition of any property Nen held by it under this Agreement which is the subject of such dispute until it has received a final judgement or final court order from a court of competent jurisdiction directing disposition ofsuch property (a "Court Order"). A judgment or order under any provision of this Agreement shall not be deemed to be final until the time within which an appeal maybe taken therefrom has expired and no appeal has been taken, or until the entry of a judgment or order from which no appeal may be taken. 2.4 MmInstructions. In the event that the Escrow Agent receivesjoint instructions in writing from Buyer and FHGLP, such instructions may only be revoked pursuant to further joint instructions in writing of Buyer and FHGLP or a Court Order. 2.5 Other Disbursements ofthe Ad'ustment Fund. Notwithstanding the provisions of Sections 2.1 through 2.3 above and Section 2.6 below, the Escrow Agent shall disburse the Adjustment Fund, or a portion thereof, in accordance with the following: UCa1=WI 1/