Common use of Direction to Escrow Agent Clause in Contracts

Direction to Escrow Agent. If Escrow Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any other party to this Agreement with respect to the Escrowed Shares that, in Escrow Agent's opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrowed Shares, Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to use Escrow Agent's best efforts to keep safely the Escrowed Shares until Escrow Agent shall be directed otherwise in writing by an order, decree or judgment of a court of competent jurisdiction that has been finally affirmed on appeal or that by lapse of time or otherwise is no longer subject to appeal or by mutual agreement of ROI and the Shareholder evidenced in writing to Escrow Agent with direction; but Escrow Agent shall be under no duty to institute or defend any proceeding.

Direction to Escrow Agent. If Escrow Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any other party to this Agreement with respect to the Escrowed Shares that, in Escrow Agent's opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrowed Shares, Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to use Escrow Agent's best efforts to keep safely the Escrowed Shares until Escrow Agent shall be directed otherwise in writing by an order, decree or judgment of a court of competent jurisdiction that has been finally affirmed on appeal or that by lapse of time or otherwise is no longer subject to appeal or by mutual agreement of ROI and the Shareholder Shareholders evidenced in writing to Escrow Agent with direction; but Escrow Agent shall be under no duty to institute or defend any proceeding.