Common use of Conflicting Demands Clause in Contracts

Conflicting Demands. If conflicting or adverse claims or demands -------------------- are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Investors agree that the Escrow Agent shall refuse to comply with any such claim or demand and withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a notice signed by such parties. The Escrow Agent may also elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court the Escrow Shares and the Escrow Funds held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

Conflicting Demands. If conflicting or adverse claims or demands -------------------- are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Investors agree that then the Escrow Agent shall refuse to comply may refrain from complying with any such claim or demand and withhold and stop all further performance of this escrow so long as such disagreement shall continue. The parties agree to negotiate any such disagreement in good faith and as expeditiously as possible. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to may continue to so refrain and refuse to so act until it shall have received certification satisfactory to it that such conflicting or adverse claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction that is not subject to further appeal or other appellate review, or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a written notice signed by L Capital, on the one hand, and Existing Stockholders owning more than two-thirds of the Escrow Shares, on the other hand. The Escrow Agent may seek the advice of legal counsel in any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such partiescounsel. The Escrow Agent may also elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court the Escrow Shares and the Escrow Funds all property held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

Conflicting Demands. If Notwithstanding anything else set forth in this Agreement, if conflicting or adverse claims or demands -------------------- are made or notices served upon the Escrow Agent with respect to the escrow provided for hereinEscrow or any action to be taken by the Escrow Agent hereunder, the Company each of ADSX and the Investors agree MCY agrees that the Escrow Agent shall be entitled to refuse to comply with any request relating to such claim or demand and withhold and stop all or any further performance of this escrow so long as such disagreement shall continuethe Escrow Agent's duties hereunder. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to ADSX or MCY or any other person for its Escrow Agent's failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction (by a final judgment or determination from which no appeal may be taken) or shall have been settled by agreement of the parties to such controversyADSX and MCY, in which case the Escrow Agent shall be notified thereof in by a written notice signed by such partiesADSX and MCY. The Escrow Agent may also elect to commence an interpleader or other action in any court of competent jurisdiction for declaratory judgment or other similar relief for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the such court the Escrow Shares and the Escrow Funds held hereunder pursuant to this Escrow Agreementhereunder; and if it the Escrow Agent so commences interpleader action and depositsdeposits the Escrow, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

Conflicting Demands. (a) If conflicting or adverse claims or demands -------------------- are made or notices are served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Investors agree that the Escrow Agent Agents shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any party hereto or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall (a) the rights of the adverse claimants have been finally determined by adjudicated in a court or arbitrator of competent assuming and having jurisdiction or shall have been settled by agreement of and venue over the parties to such controversyand/or the documents, in which case instruments or funds involved herein or affected hereby or (b) the Escrow Agent shall be notified thereof in have received an executed copy of a notice signed by such partiesdispositive settlement agreement to which the parties hereto and all other adverse claimants, if any, are parties and signatories. The Escrow Agent may also elect seek the advice of legal counsel in any dispute or question as to commence an interpleader or other action for declaratory judgment for the purpose construction of having the respective rights any of the claimants adjudicatedprovisions of this agreement or its duties hereunder, and may deposit it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the court the Escrow Shares and the Escrow Funds held hereunder opinion of such counsel. In making calculations of any amounts pursuant to this Escrow Agreement; and if it so commences and depositsagreement, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreemententitled to retain the services of such accountants as it reasonably deems appropriate.

Conflicting Demands. If conflicting or adverse claims or demands -------------------- are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Investors parties agree that the Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any Beneficiary or to any Principal Shareholder or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a notice signed by such parties. The Escrow Agent may also elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court the Escrow Shares and the Escrow Funds all funds held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. The Shareholders Representative, on behalf of the Principal Shareholders, on the one hand, and Xybernaut, on the other hand, agree to pay one-half of any and all costs, expenses and reasonable attorneys' fees and expenses incurred by the Escrow AgreementAgent in seeking any such judgment.