Common use of Conflicting Instructions Clause in Contracts

Conflicting Instructions. If a bona fide controversy arises between the Parties concerning the release of either the RETN Stock of the AFSI Stock hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such a bona fide controversy exists), then, notwithstanding any other provision hereof, the Escrow Agent shall not resolve such controversy or take any action but shall be required to await resolution of the controversy by joint instructions from the Parties or by order of a court of competent jurisdiction. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE, RETN, AFSI and/or ANFS as additional parties to such action, and the Escrow Agent may tender the RETN Stock and/or the AFSI Stock into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE and AFSI, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or the AFSI Stock, as the case may be. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock and/or the AFSI Stock to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.

Conflicting Instructions. If a bona fide controversy arises between the Parties ------------------------- concerning the release of either the RETN Stock of the AFSI Stock Escrow Assets hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such a bona fide controversy exists), then, notwithstanding any other provision hereof, the Escrow Agent shall not be required to resolve such controversy or take any an action but shall be required entitled to await resolution of the controversy by joint instructions from the Parties Parties. The Escrow Agent may institute an interpleader action in state or by order federal court in the State of a court of competent jurisdictionCalifornia to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE, RETN, AFSI and/or ANFS the Parties as additional parties to such action, and the Escrow Agent may tender the RETN Stock and/or the AFSI Stock Escrow Assets into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE and AFSIthe Parties, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or the AFSI Stock, as the case may beEscrow Assets. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock and/or the AFSI Stock Escrow Assets to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.

Conflicting Instructions. If a bona fide controversy arises between the Parties concerning the release of either the RETN Stock of the AFSI Stock ACC Shares hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such a bona fide controversy exists), then, notwithstanding any other provision hereof, the Escrow Agent shall not be required to resolve such controversy or take any an action but shall be required entitled to await resolution of the controversy by joint instructions from the Parties Parties. The Escrow Agent may institute an interpleader action in state or by order federal court in the State of a court of competent jurisdictionCalifornia to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE, RETN, AFSI and/or ANFS ACC and the Shareholders as additional parties to such action, and the Escrow Agent may tender the RETN Stock and/or the AFSI Stock ACC Shares into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE ACC and AFSIthe Shareholders, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or the AFSI Stock, as the case may beACC Shares. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock and/or the AFSI Stock ACC Shares to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.

Conflicting Instructions. If a bona fide controversy arises between the Parties concerning the release of either the RETN Stock of the AFSI Stock Conversion Shares hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith sole and exclusive judgment of the Escrow Agent such a bona fide controversy exists, including, without limitation, a controversy concerning the Note or this Escrow Agreement or the rights and obligations or the propriety of any action contemplated by the Escrow Agent hereunder), then, notwithstanding any other provision hereof, the Escrow Agent shall not be required to resolve such controversy or take any an action but shall may, in its sole discretion, be required entitled to await resolution of the controversy by joint instructions from the Parties or by order receipt of an order, decree, writ, judgment or other paper from a court of competent jurisdictionjurisdiction directing disposition of the Conversion Shares. Upon receipt of written instructions from any of PURCHASER or the COMPANY, the Escrow Agent may, in its sole discretion, also institute an interpleader action in the Superior Court of Orange County, California (the "Court") or in a federal court in the State of California. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNEname, RETNPURCHASER and COMPANY, AFSI and/or ANFS as additional parties to such action, and the Escrow Agent may tender the RETN Stock and/or the AFSI Stock Conversion Shares into such court for determination of the respective rights, titles and interests of the PartiesPURCHASER and the COMPANY. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties Company its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suitsuit (including appeal). As between JNE PURCHASER and AFSICOMPANY, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or the AFSI Stock, as the case may beConversion Shares. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock and/or the AFSI Stock Conversion Shares to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent. The exclusive venue for all actions under this Escrow Agreement shall be Orange County, California.

Conflicting Instructions. If a bona fide controversy arises between the Parties concerning the release of either the RETN Stock of First Certificate or the AFSI Stock Second Certificate hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such a bona fide controversy exists), then, notwithstanding any other provision hereof, the Escrow Agent shall not be required to resolve such controversy or take any an action but shall be required entitled to await resolution of the controversy by joint instructions from the Parties Parties. The Escrow Agent may institute an interpleader action in state or by order federal court in the State of a court of competent jurisdictionCalifornia to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE, RETN, AFSI and/or ANFS Lakota and Rapid as additional parties to such action, and the Escrow Agent may tender the RETN Stock First Certificate and/or the AFSI Stock Second Certificate into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE Lakota and AFSIRapid, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or First Certificate and/or the AFSI Stock, as the case may beSecond Certificate. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock First Certificate and/or the AFSI Stock Second Certificate to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.

Conflicting Instructions. If a bona fide controversy arises between the Parties ------------------------- concerning the release of either the RETN Stock of Debenture, notice to Savant, or the AFSI Stock Purchase Price hereunder, they shall notify the Escrow Agent. In that event (unless the Escrow Agent determines in good faith that a bona fide controvery does not exist) (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such a bona fide controversy exists), then, notwithstanding any other provision hereof, the Escrow Agent shall not be required to resolve such controversy or take any an action but shall be required entitled to await resolution of the controversy by joint instructions from the Parties Parties. The Escrow Agent may institute an interpleader action in state or by order federal court in the State of a court of competent jurisdictionCalifornia to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE, RETN, AFSI and/or ANFS Purchasers and Seller as additional parties to such action, and the Escrow Agent may tender the RETN Stock Debenture and/or the AFSI Stock Purchase Price into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE Purchasers and AFSISeller, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the RETN Stock or Debenture and/or the AFSI Stock, as the case may bePurchase Price. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the RETN Stock Debenture and/or the AFSI Stock Purchase Price to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.