Common use of Disagreements Clause in Contracts

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement or court order without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, after sending written notice of the same to Purchaser and Seller, retain the Escrow Property until the Escrow Agent (ia) receives a Judgment directing delivery final non-appealable order of the Escrow Property, (ii) receives Joint Instructions a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, in which event the Escrow Agent shall will be authorized to disburse the Escrow Property in accordance with such Judgment final court order or Joint Instructionsarbitration decision, (b) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent will be authorized to disburse the Escrow Property in accordance with such agreement, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall will be relieved of all liability as to the Escrow Property and shall will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall will be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If If, at any conflicttime, disagreement (a) there shall exist any dispute with respect to the holding or dispute arises between, among, disposition of all or involving any portion of the parties hereto concerning Escrowed Property or any other obligations of the meaning or validity of any provision Escrow Agent hereunder or concerning any other matter relating to this Escrow Agreement, or (b) the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent is authorized to retain the Escrowed Property until (i) such dispute or uncertainty shall be fully protected and may, at its option, retain resolved to the Escrow Property until satisfaction of the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, in its sole discretion or (ii) receives Joint Instructions directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Escrowed Property and shall be entitled to recover reasonable and documented attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such resultant settlement agreement or court order without further question, inquiryinquiry or consent. The Escrow Agent shall have no liability to the Company or any other person with respect to any suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or consentbe alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrowed Property or any delay in, or with respect to, any other action required or requested of Escrow Agent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (ia) receives a Judgment Court Direction (together with a Court Direction Certificate) directing delivery of the Escrow Property, (iib) receives a Joint Instructions Direction directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment Court Direction, or Joint InstructionsDirection, as the case maybe, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is is, in good faith, in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable and documented attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress Any such court order or recourse in connection with arbitration decision shall be accompanied by a written instrument of the presenting Party certifying that such dispute without making court order or arbitration decision is final, non-appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent a party shall be entitled to the sameconclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If If, at any conflicttime, disagreement (a) there shall exist any dispute with respect to the holding or dispute arises between, among, disposition of all or involving any portion of the parties hereto concerning Escrow Property or any other obligations of the meaning or validity of any provision Escrow Agent hereunder or concerning any other matter relating to this Escrow Agreement, or (b) the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until (i) such dispute or uncertainty shall be resolved to the satisfaction of the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, in its sole discretion or (ii) receives Joint Instructions directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement or court order or arbitration decision without further question, inquiryinquiry or consent. The Escrow Agent shall have no liability to the Company or any other person with respect to any suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or consentbe alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Property or any delay in or with respect to any other action required or requested of Escrow Agent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment (a) final non-appealable order of a court of competent jurisdiction, or (b) a decision of an accounting firm certified by a Party to be the Independent Accountant (as defined in the Stock Purchase Agreement), in either case directing delivery of the Escrow PropertyAmount or Holdback Amount, as applicable, (ii) receives Joint Instructions a written agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs actually and reasonably incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (i) receives a Judgment final order of a court of competent jurisdiction directing delivery disbursement of the Escrow Property, (ii) or receives Joint Instructions a written agreement executed by each of the Parties directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iiiii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, inquiry or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress Any such court order or recourse in connection with arbitration decision shall be accompanied by a written instrument of the presenting Party certifying that such dispute without making court order or arbitration decision is final, non-appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent a party shall be entitled to the sameconclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (i) receives a Judgment final non-appealable order of 44 [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same[***]. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property refuse to act until the Escrow Agent (ia) receives a Judgment final non-appealable order of a court of competent jurisdiction directing delivery of the Escrow Property or (b) receives a written instruction, executed by all of the Parties, in a form reasonably acceptable to the Escrow Agent, directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow Property, in which event the . The Escrow Agent shall will be authorized entitled to disburse the act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files Agent may file an interpleader action in any court of competent jurisdictiona state or federal court, and upon the filing thereof, the Escrow Agent shall will be relieved of all liability as to the Escrow Property and shall will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making In the event the Escrow Agent a party to receives conflicting instructions hereunder, the same. The Escrow Agent shall be entitled fully protected in refraining from acting until such conflict is resolved to act on any such agreement or court order without further question, inquiry, or consentthe satisfaction of the Escrow Agent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property Escrowed Consideration until the Escrow Agent (i) receives a Judgment joint written instruction or a written agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow PropertyEscrowed Consideration, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Escrowed Consideration in accordance with such Judgment joint written instruction or Joint Instructionsagreement, or (iiiii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Escrowed Consideration and shall be entitled to recover its reasonable out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent. Notwithstanding the foregoing, in the event the Escrow Agent receives conflicting instructions hereunder, the Escrow Agent shall refrain from acting until such conflict is resolved to the satisfaction of the Escrow Agent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment Final Determination directing delivery of the Escrow Property; (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, and upon receipt of either (i) or (ii) receives Joint Instructions directing delivery of the Escrow Propertyhereof, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructions, agreement; or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement or court order Final Determination without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, (ii) receives Joint Instructions Final Order directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Final Order, (ii) receives Joint InstructionsDirection directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Direction, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable and documented attorneys’ feesfees of one outside counsel, expenses and other reasonable and documented out-of-pocket costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with ; provided that solely between the Parties, Parent, on the one hand, and Stockholders’ Representative (on behalf of the Stockholders), on the other hand, shall each only be liable for fifty percent (50%) of such dispute without making the Escrow Agent a party to the samefees and expenses. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, after sending written notice of the same to Buyer and the Sellers’ Representative, retain the Escrow Property Funds until the Escrow Agent (ia) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow PropertyFunds, in which event the Escrow Agent shall will be authorized to disburse the Escrow Property Funds in accordance with such Judgment final court order or Joint Instructionsarbitration decision, (b) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Funds, in which event Escrow Agent will be authorized to disburse the Escrow Funds in accordance with such agreement or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall will be relieved of all liability as to the Escrow Property Funds and shall will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other reasonable and documented out of pocket costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall will be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (i) receives a Judgment an Order directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment Order or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement or court order Order without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment directing delivery final non-appealable order of the Escrow Property, (ii) receives Joint Instructions a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment order or Joint Instructionsdecision, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other documented out-of-pocket costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, among or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain any of the Escrow Property Amount until the Escrow Agent (ia) receives a Judgment Final Order directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery all or a portion of the Escrow PropertyAmount, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Amount in accordance with such Judgment Final Order, (b) receives a written agreement executed by each of the parties involved in such disagreement or Joint Instructions, dispute directing delivery of the Escrow Funds or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Amount and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such Final Order or agreement or court order without further question, inquiry, inquiry or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives a Joint Instructions Instruction directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint InstructionsInstruction, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement Joint Instruction, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property Fund until the Escrow Agent (ia) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow PropertyFund or any portion thereof, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Fund or the relevant portion thereof in accordance with such Judgment final court order or Joint Instructionsarbitration decision, (b) receives a written agreement executed by each of the parties directing delivery of the Escrow Fund or the relevant portion thereof, in which event the Escrow Agent shall be authorized to disburse the Escrow Fund or the relevant portion thereof in accordance with such agreement, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Fund and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (i) receives a Judgment final order of a court of competent jurisdiction or a final arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment final court order, arbitration decision, or Joint Instructionsagreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto Parties and/or the Escrow Agent concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property Funds until the Escrow Agent (i) receives a Judgment Final Order directing delivery of the Escrow Property, (ii) receives Joint Instructions directing delivery of the Escrow PropertyFunds, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Funds in accordance with such Judgment or Final Order, (ii) receives Joint Written Instructions, in which event the Escrow Agent shall be authorized to disburse the Escrow Funds in accordance with such Joint Written Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Funds and shall be entitled to recover reasonable attorneys’ ' fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement Final Order or court order Joint Written Instructions without further question, inquiry, or consent.

Disagreements. If If, at any conflicttime, disagreement (a) there shall exist any dispute with respect to the holding or dispute arises between, among, disposition of all or involving any portion of the parties hereto concerning Escrow Property or any other obligations of the meaning or validity of any provision Escrow Agent hereunder or concerning any other matter relating to this Escrow Agreement, or (b) the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, is authorized to retain the Escrow Property until (i) such dispute or uncertainty shall be resolved to the satisfaction of the Escrow Agent (i) receives a Judgment directing delivery of the Escrow Property, in its sole discretion or (ii) receives Joint Instructions directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement or agreement, court order or arbitration decision without further question, inquiryinquiry or consent. The Escrow Agent shall have no liability to the the Issuer or any other person with respect to any suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or consentbe alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Property or any delay in or with respect to any other action required or requested of Escrow Agent.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Judgment final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives Joint Instructions a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Judgment or Joint Instructions, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress Any such court order or recourse in connection with arbitration decision shall be accompanied by a written instrument of the presenting Party certifying that such dispute without making court order or arbitration decision is final, non-appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent a party shall be authorized to disburse the sameEscrow Property in accordance with any such agreement, court order or arbitration and is entitled to conclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement agreement, court order, or court order arbitration decision without further question, inquiry, or consent.