Right to Interplead Sample Clauses

Right to Interplead. If any controversy arises with respect to the escrow established hereunder or the Escrow Amount, Escrow Agent shall not be required to resolve the same or to take any action to do so but may, at its discretion, institute such interpleader or other proceedings as it deems proper.

Right to Interplead. If, after delivery of the copy of a Claim Notice, Escrow Agent receives a Disputed Claim Notice from the Shareholders within the time limit set forth above, Escrow Agent may either (a) continue to hold the Escrow Amount in accordance with Section 3.3 above, or (b) file an action or ▇▇▇▇ in interpleader, or similar action for such purpose, the cost thereof to be borne by whichever of the Parties is the losing Party, in a court of competent jurisdiction as set forth in the Purchase Agreement, and pay the Escrow Amount into said court, less escrow fees and costs, in which event, Escrow Agent’s duties, responsibilities and liabilities with respect to the Escrow Amount and the proceeds therefrom and this Agreement shall terminate, without liability to Escrow Agent.

Right to Interplead. In the event of a dispute arising under the terms of this Escrow Agreement, the Escrow Agent shall be entitled to Interplead the Documented Technology in the District Court for the City and County of Denver, State of Colorado, and to recover therefrom its costs and attorneys' fees incurred as a result of such action. Upon such interpleading, the Escrow Agent shall be relieved of any further responsibility, obligation or duty hereunder.

Right to Interplead. The Escrow Agent shall provide written Claim Notice to all Parties forty-eight (48) hours prior to the release of any Escrow Property. If, after delivery of such Claim Notice, the Escrow Agent receives a Disputed Claim Notice from the disputing Party, Escrow Agent may either (a) continue to hold the Escrow Property in accordance with Section 2 above, or (b) file an action or b▇▇▇ in interpleader, or similar action for such purpose, the cost thereof to be borne by the moving party and reimbursed, if applicable by whichever of the Parties is the losing Party, in a court of competent jurisdiction as set forth herein, and pay the Escrow Property into said court, less escrow fees and costs, in which event, Escrow Agent’s duties, responsibilities and liabilities with respect to the Escrow Property and the proceeds therefrom and this Agreement shall terminate, without liability to Escrow Agent.

Right to Interplead. In its capacity as Escrow Agent, Escrow Agent shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow the instructions contained herein, and it is fully protected in acting in accordance with any written instrument given to it hereunder by Seller or Buyer and believed by Escrow Agent to have been signed by the proper person. Escrow Agent may assume that any person purporting to give any notice hereunder has been duly authorized to do so. The Escrow Agent is acting as a stakeholder only with respect to the Deposit. In the event that for any reason there is any dispute or uncertainty concerning any action to be taken hereunder, Escrow Agent shall have the right to take no action until it shall have received instructions in writing concurred to by Seller and Buyer or until directed by a final order of judgment of a court of competent jurisdiction, whereupon Escrow Agent shall take such action in accordance with such instructions or such order, provided that Escrow Agent shall have the right in the event of a dispute between Buyer and Seller to interplead the Deposit into the Registry of the Circuit Court in and for the County.

Right to Interplead. In the event of any conflicting or inconsistent claims or demands being made in connection with the subject matter of this Agreement, or in the event that Escrow Agent is in doubt as to what action it should take hereunder, Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder so long as such disagreement continues or such doubt exists, and in any such event, Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been settled and all doubt resolved by agreement among Buyer and Seller, and Escrow Agent shall have been notified thereof in writing. In addition to the foregoing rights, in the event Escrow Agent has any doubt as to the course of action it should take under this Agreement, Escrow Agent is hereby authorized to petition any Superior Court of Maricopa County, Arizona or the United States District Court of Arizona for instructions or to interplead the funds or assets so held into such court. The parties agree to the jurisdiction of either of said courts over their persons as well as the Escrow Deposit, waive personal service of process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth below each party's signature to this Agreement shall constitute adequate service. Buyer and Seller hereby agree to indemnify and hold Escrow Agent harmless from any liability or losses occasioned thereby and to pay any and all of its fees, costs, expenses, and reasonable counsel fees and expenses incurred in any such action and agree that, on such petition or interpleader action, Escrow Agent, its servants, agents, employees or officers will be relieved of further liability.

Right to Interplead. Should any dispute arise with respect to this Escrow Agreement or the Escrow Account, whether such dispute arises between the parties hereto and others, or between the parties hereto themselves, it is understood and agreed that the Escrow Agent may petition (by means of an interpleader or any other appropriate measure) any court of competent jurisdiction for instructions with respect to such dispute and the other parties hereto will hold the Escrow Agent harmless and indemnify it against all consequences and expenses that may be incurred by the Escrow Agent in connection therewith, which indemnity shall survive the termination of this Escrow Agreement or the resignation or removal of Escrow Agent.

Right to Interplead. If the parties, including the Escrow Agent, are in disagreement about the interpretation of this Agreement, or about the rights and obligations of the propriety of any action contemplated by the Escrow Agent under this Agreement, or if the Escrow Agent receives any conflicting demands or claims regarding any shares of Parent Stock, monies, instruments or documents delivered to or to be delivered by the Escrow Agent, the Escrow Agent may, but shall not be required to, file an action in interpleader to resolve any disagreement in a court of competent jurisdiction in Miami-Dade, Florida. In the event of a disagreement as described above, Escrow Agent shall also have the right, in addition to the rights described above and at the election of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Escrow Fund and may take such other legal action as may be appropriate or necessary, in the reasonable opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. The Escrow Agent shall be indemnified for all costs, including without limitation reasonable attorneys’ fees and expenses (including but not limited to all fees and costs incident to any appeals that may result), in connection with any interpleader action, and shall be fully protected in suspending all or a part of its activities under this Agreement until a final and unappealable judgment or order in the interpleader action is received.

Right to Interplead. In the event that the Agent or Telesource shall be subject to any conflicting demand as to the disposition of any assets placed in its hands pursuant to this Agreement, the Agent or Telesource, as the case may be, shall have the tight to interplead any or all of such assets in its hands into a court of competent jurisdiction for the purpose of determining the party or parties entitled thereto.