Common use of Conflicting Instructions Clause in Contracts

Conflicting Instructions. If a controversy arises between the Parties ------------------------- concerning the release of the Deposited Assets hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such controversy exists), the Escrow Agent shall not be required to resolve such controversy or take an action but shall be entitled to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state or federal court in the State of California to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties as additional parties to such action, and the Escrow Agent may tender the Deposited 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 the 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 Deposited Assets. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited 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 controversy arises between the Parties ------------------------- concerning the release of the Deposited Assets Conversion Shares hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith sole and exclusive judgment of the Escrow Agent such 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), the Escrow Agent shall not be required to resolve such controversy or take an action but shall may, in its sole discretion, be entitled to await resolution of the controversy by joint instructions from the PartiesParties or by receipt of an order, decree, writ, judgment or other paper from a court of competent jurisdiction directing disposition of the Conversion Shares. The Upon receipt of written instructions from any of PURCHASER or the COMPANY, the Escrow Agent may may, in its sole discretion, also institute an interpleader action in state the Superior Court of Orange County, California (the "Court") or in a federal court in the State of California to resolve such controversyCalifornia. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties name, PURCHASER and COMPANY, as additional parties to such action, and the Escrow Agent may tender the Deposited Assets 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 the PartiesPURCHASER and COMPANY, 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 Deposited AssetsConversion Shares. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited Assets 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 Deposited Assets 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 be required to resolve such controversy or take an any action but shall be entitled required to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state Parties or federal by order of a court in the State of California to resolve such controversycompetent jurisdiction. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties JNE, RETN, AFSI and/or ANFS as additional parties to such action, and the Escrow Agent may tender the Deposited Assets 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 the PartiesJNE 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 Deposited AssetsRETN 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 Deposited Assets 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 controversy arises between the Parties ------------------------- concerning the release of the Deposited Assets First Certificate or the Second Certificate hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such controversy exists), the Escrow Agent shall not be required to resolve such controversy or take an action but shall be entitled to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state or federal court in the State of California to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties Lakota and Rapid as additional parties to such action, and the Escrow Agent may tender the Deposited Assets First Certificate and/or the 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 the PartiesLakota and Rapid, 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 Deposited AssetsFirst Certificate and/or the Second Certificate. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited Assets First Certificate and/or the 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 controversy arises between the Parties ------------------------- concerning the release of the Deposited Escrow Assets hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such controversy exists), the Escrow Agent shall not be required to resolve such controversy or take an action but shall be entitled to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state or federal court in the State of California to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties as additional parties to such action, and the Escrow Agent may tender the Deposited 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 the 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 Deposited Escrow Assets. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited 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 controversy arises between the Parties ------------------------- concerning the release of the Deposited Assets Debenture, notice to Savant, or the Purchase Price hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such controversy exists), the Escrow Agent shall not be required to resolve such controversy or take an action but shall be entitled to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state or federal court in the State of California to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name the Parties Purchasers and Seller as additional parties to such action, and the Escrow Agent may tender the Deposited Assets Debenture and/or the 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 the PartiesPurchasers and Seller, 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 Deposited AssetsDebenture and/or the Purchase Price. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited Assets Debenture and/or the 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.

Conflicting Instructions. If a controversy arises between the Parties ------------------------- concerning the release of the Deposited Assets ACC Shares hereunder, they shall notify the Escrow Agent. In that event (or, in the absence of such notification, if in the good faith judgment of the Escrow Agent such controversy exists), the Escrow Agent shall not be required to resolve such controversy or take an action but shall be entitled to await resolution of the controversy by joint instructions from the Parties. The Escrow Agent may institute an interpleader action in state or federal court in the State of California to resolve such controversy. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name ACC and the Parties Shareholders as additional parties to such action, and the Escrow Agent may tender the Deposited Assets 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 ACC and the PartiesShareholders, 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 Deposited AssetsACC Shares. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Deposited Assets 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.