Common use of Suspension of Performance Disbursement Into Court Clause in Contracts

Suspension of Performance Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or the Representatives with respect to the holding or disposition of all or any portion of Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Representatives have not, within 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (x) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and (y) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaser, the Seller Parties or the Representatives, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, as a result of any delay in the disbursement of Escrow Funds or any delay with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If, at any time, (ia) there shall exist any dispute between Purchaser, the Seller Parties or the Representatives with respect to the holding or disposition of all or any portion of Escrow the Custodial Funds or any other obligations of Escrow Agent hereunder, (iib) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of Escrow the Custodial Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iiic) the Representatives have Depositor has not, within 10 thirty (30) calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (xi) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and (yii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Custodial Funds, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaser, the Seller Parties or the Representatives, their respective owners, shareholders or members Depositor or any other person with respect to any such suspension of performance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow the Custodial Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If, If at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or Company and the Representatives Senior Secured Noteholders with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) or if at any time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (iii30) the Representatives have not, within 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (x) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointedbe appointed (as the case may be); provided however, and (y) Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaserthe Company, the Seller Parties or the RepresentativesSenior Secured Noteholders, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent except for the Escrow Agent’s willful misconduct or gross negligence.

Suspension of Performance Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or the Representatives Depositor and Escrow Agent with respect to the holding or disposition of all or any portion of Escrow Funds Shares or any other obligations of the Escrow Agent hereunder, (ii) the Escrow Agent is unable to determine, to the Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of Escrow Funds Shares or the Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Representatives have Depositor has not, within 10 calendar thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 8 6 hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (xa) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor Escrow Agent escrow agent shall have been appointed, and appointed (yas the case may be); and/or (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunderShares. The Escrow Agent shall have no liability to PurchaserDepositor , the Seller Parties or the Representatives, to their respective ownersshareholders, shareholders partners, or members members, officers or directors, employees, Affiliates or any other person with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds Shares or any delay in or with respect to any other action required or requested of the Escrow Agent.

Suspension of Performance Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or the Representatives with respect to the holding or disposition of all or any portion of the Escrow Funds Shares or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds Shares or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Representatives have not, not within 10 calendar thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (xa) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and appointed (yas the case may be). (b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by lawlaw or such court, pay deliver into such court, for holding and disposition in accordance with the instructions of such court, all Escrow FundsShares, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaser, the Seller Parties or the Representatives, their respective owners, shareholders or members parties or any other person with respect to any such suspension of performance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds Shares or any delay in or with respect to any other action required or requested of Escrow Agent. 7.

Suspension of Performance Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Purchaser, or among the Seller Parties or the Representatives parties hereto with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Representatives Seller and Buyer have not, within 10 calendar thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 7(a) hereof, appointed a successor Escrow Agent escrow agent to act hereunderhereunder (which such successor escrow agent has accepted such appointment), then Escrow Agent may, in its sole discretion, take either or both of the following actions: (x) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and (y) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdictionjurisdiction in New Castle County, in any venue convenient to Escrow AgentDelaware, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment subject to Escrow Agent of fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunderSection 10. Escrow Agent shall have no liability to PurchaserBuyer or Seller, the Seller Parties or the Representatives, to their respective ownersshareholders, shareholders partners, members, officers, directors, employees or members or any other person Affiliates with respect to any such suspension of performance or disbursement into courtcourt (including any disbursement obligations hereunder), specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent except to the extent that a court of competent jurisdiction having proper authority determines that any loss to the Seller or Buyer was caused by Escrow Agent’s gross negligence or willful misconduct.

Suspension of Performance Disbursement Into Court. If, at any time, (ia) there shall exist any a dispute between Purchaser, the Seller Parties or the Representatives exists with respect to the holding or disposition of all or any portion of Escrow Funds or any other obligations obligation of Escrow Agent hereunder, (iib) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iiic) the Representatives have not, within 10 calendar days Business Days of the furnishing by Escrow Agent receipt of a notice of resignation pursuant to Section 8 hereofresignation, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (xi) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and . (yii) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertaintyuncertainty and, and to the extent required or permitted 4 pennitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and reasonable attorneys’ fees) payable to, incurred by, or reasonably expected to be incurred by Escrow Agent in connection with the performance perfonnance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaser, the Seller Parties Parent or the Representatives, their respective owners, shareholders or members or any other person with respect to any such Stockholders for suspension of performance perfonnance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged arise due to have arisen, as a result of any delay in the disbursement of Escrow Funds or any delay with respect to any other action required or requested of Escrow Agent. 6.

Suspension of Performance Disbursement Into Court. If, If at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or Company and the Representatives Investor(s) with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) or if at any time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (iii30) the Representatives have not, within 10 calendar days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (x) a. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointedbe appointed (as the case may be); provided however, and (y) Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of fees and expenses (including without limitation court costs and attorneys’ all fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. Escrow Agent shall have no liability to Purchaser, the Seller Parties or the Representatives, their respective owners, shareholders or members or any other person with respect to any such suspension of performance or disbursement into court, including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, as a result of any delay in the disbursement of Escrow Funds or any delay with respect to any other action required or requested of Escrow Agent.

Suspension of Performance Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Purchaser, the Seller Parties or the Representatives with respect to the holding or disposition of all or any portion of Escrow Funds or any other obligations of Escrow Agent hereunder, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of all or any portion of the Escrow Funds or Escrow Agent’s proper actions with respect to its obligations hereunder, including, without limitation, arising from adverse or conflicting claims are made to any portion of the Escrow Funds, or (iiiii) the Representatives have not, not within 10 calendar thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 8 hereof7 of this Escrow Agreement, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (x) suspend Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed, and appointed (y) petition as the case may be). Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. In the event such suit is brought, Shareholder and Purchaser shall jointly and severally agree to pay Escrow Agent all costs, expenses and attorney’s fees that it may expend or incur in such interpleader suit, the amount thereof to be fixed and a judgment therefore to be rendered by the court in such suit. Escrow Agent shall have no liability to Shareholder, Purchaser, the Seller Parties or the Representatives, their respective ownersshareholders, shareholders partners or members or any other person with respect to any such suspension of performance or disbursement into court, specifically including without limitation any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent. Escrow Agent may obey and comply with any order or process of a court (whether or not such court shall have jurisdiction) commanding it to do or to refrain from some act in relation to the subject matter of this Escrow Agreement. Escrow Agent may rely and continue to rely conclusively upon such orders or process, notwithstanding that it may be found subsequently to be void or voidable, until one of the officers of Escrow Agent, shall have actual knowledge that such order or process shall have been modified, annulled, set aside, vacate or quashed.