Common use of Conflicting Instructions Clause in Contracts

Conflicting Instructions. (a) If a controversy arises between the PARTIES concerning the Escrow Funds, the Escrow Shares, or the Debenture(s) hereunder, they shall notify the ESCROW AGENT. In that event (or, in the absence of such notification, if in the sole and exclusive judgment of the ESCROW AGENT such controversy exists, including, without limitation, a controversy concerning the Financing Agreement, the Escrow Funds, the Debenture(s), or the GCA Warrants 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 may, in his sole discretion, be entitled to await resolution of the controversy by written instructions from the PARTIES or by receipt of an order, decree, writ, judgment or other paper from a court of competent jurisdiction directing disposition of the Escrow Funds, the Escrow Shares, or the Debenture(s). (b) Upon receipt of written instructions from PURCHASER(S), HOLDER(S) or the COMPANY, or a determination by the ESCROW AGENT that there is a controversy concerning the Escrow Funds, the Debenture(s), or this Escrow Agreement, the ESCROW AGENT may, in his sole discretion, also institute an interpleader action in the Superior Court of the State of Georgia, Xxxxxx County (the "Court") or in a federal court in the State of Georgia. If a suit is commenced against the ESCROW AGENT, it may answer by way of interpleader and name. PURCHASER(S), HOLDER(S) and COMPANY, as additional parties to such action, and the ESCROW AGENT may tender the Escrow Funds, the Debenture(s) or the Escrow Shares, into such court for determination of the respective rights, titles and interests of the PURCHASER(S), HOLDER(S) and the COMPANY. Upon such tender, the ESCROW AGENT shall be entitled to receive from the Company his reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit (including appeal). As between PURCHASER(S), HOLDER(S) 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 Escrow Funds, the Escrow Shares or the Debenture(s). If and when the ESCROW AGENT shall so interplead such parties, or any of them, and deliver the Escrow Funds, the Escrow Shares and the Debenture(s) to the clerk of such court, all of his duties hereunder shall cease, and he 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 Xxxxxx County, Georgia.

Conflicting Instructions. (a) If a bona fide controversy arises between the PARTIES Parties concerning the Escrow Funds, release of either the Escrow Shares, or RETN Stock of the Debenture(s) AFSI Stock hereunder, they shall notify the ESCROW AGENTEscrow 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 sole and exclusive good faith judgment of the ESCROW AGENT Escrow Agent such a bona fide controversy exists), includingthen, without limitation, a controversy concerning the Financing Agreementnotwithstanding any other provision hereof, the Escrow Funds, the Debenture(s), or the GCA Warrants or this Escrow Agreement or the rights and obligations or the propriety of any action contemplated by the ESCROW AGENT hereunder), the ESCROW AGENT Agent shall not be required to resolve such controversy or take an any action but may, in his sole discretion, shall be entitled required to await resolution of the controversy by written joint instructions from the PARTIES Parties or by receipt order of an order, decree, writ, judgment or other paper from a court of competent jurisdiction directing disposition of the Escrow Funds, the Escrow Shares, or the Debenture(s). (b) Upon receipt of written instructions from PURCHASER(S), HOLDER(S) or the COMPANY, or a determination by the ESCROW AGENT that there is a controversy concerning the Escrow Funds, the Debenture(s), or this Escrow Agreement, the ESCROW AGENT may, in his sole discretion, also institute an interpleader action in the Superior Court of the State of Georgia, Xxxxxx County (the "Court") or in a federal court in the State of Georgiajurisdiction. If a suit is commenced against the ESCROW AGENTEscrow Agent, it may answer by way of interpleader and name. PURCHASER(S)name JNE, HOLDER(S) and COMPANYRETN, AFSI and/or ANFS as additional parties to such action, and the ESCROW AGENT Escrow Agent may tender the Escrow Funds, RETN Stock and/or the Debenture(s) or the Escrow Shares, AFSI Stock into such court for determination of the respective rights, titles and interests of the PURCHASER(S), HOLDER(S) and the COMPANYParties. Upon such tender, the ESCROW AGENT Escrow Agent shall be entitled to receive from the Company his Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit (including appeal)suit. As between PURCHASER(S), HOLDER(S) JNE and COMPANYAFSI, 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 Escrow Funds, the Escrow Shares RETN Stock or the Debenture(s)AFSI Stock, as the case may be. If and when the ESCROW AGENT Escrow Agent shall so interplead such partiesParties, or any either of them, and deliver the Escrow Funds, RETN Stock and/or the Escrow Shares and the Debenture(s) AFSI Stock to the clerk of such court, all of his its duties hereunder shall cease, and he 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 Xxxxxx County, GeorgiaAgent.

Conflicting Instructions. (a) If a controversy arises between the PARTIES Parties ------------------------- concerning the Escrow Fundsrelease of the Debenture, the Escrow Sharesnotice to Savant, or the Debenture(s) Purchase Price hereunder, they shall notify the ESCROW AGENTEscrow Agent. In that event (or, in the absence of such notification, if in the sole and exclusive good faith judgment of the ESCROW AGENT Escrow Agent such controversy exists, including, without limitation, a controversy concerning the Financing Agreement), the Escrow Funds, the Debenture(s), or the GCA Warrants or this Escrow Agreement or the rights and obligations or the propriety of any action contemplated by the ESCROW AGENT hereunder), the ESCROW AGENT Agent shall not be required to resolve such controversy or take an action but may, in his sole discretion, shall be entitled to await resolution of the controversy by written joint instructions from the PARTIES or by receipt of an order, decree, writ, judgment or other paper from a court of competent jurisdiction directing disposition of the Parties. The Escrow Funds, the Escrow Shares, or the Debenture(s). (b) Upon receipt of written instructions from PURCHASER(S), HOLDER(S) or the COMPANY, or a determination by the ESCROW AGENT that there is a controversy concerning the Escrow Funds, the Debenture(s), or this Escrow Agreement, the ESCROW AGENT may, in his sole discretion, also Agent may institute an interpleader action in the Superior Court of the State of Georgia, Xxxxxx County (the "Court") state or in a federal court in the State of GeorgiaCalifornia to resolve such controversy. If a suit is commenced against the ESCROW AGENTEscrow Agent, it may answer by way of interpleader and name. PURCHASER(S), HOLDER(S) name Purchasers and COMPANY, Seller as additional parties to such action, and the ESCROW AGENT Escrow Agent may tender the Escrow Funds, Debenture and/or the Debenture(s) or the Escrow Shares, Purchase Price into such court for determination of the respective rights, titles and interests of the PURCHASER(S), HOLDER(S) and the COMPANYParties. Upon such tender, the ESCROW AGENT Escrow Agent shall be entitled to receive from the Company his Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit (including appeal)suit. As between PURCHASER(S), HOLDER(S) Purchasers and COMPANYSeller, 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 Escrow Funds, Debenture and/or the Escrow Shares or the Debenture(s)Purchase Price. If and when the ESCROW AGENT Escrow Agent shall so interplead such partiesParties, or any either of them, and deliver the Escrow Funds, Debenture and/or the Escrow Shares and the Debenture(s) Purchase Price to the clerk of such court, all of his its duties hereunder shall cease, and he 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 Xxxxxx County, GeorgiaAgent.

Conflicting Instructions. (a) If a controversy arises between the PARTIES Parties concerning the Escrow Funds, release of the Escrow Shares, or the Debenture(s) Conversion Shares hereunder, they shall notify the ESCROW AGENTEscrow Agent. In that event (or, in the absence of such notification, if in the sole and exclusive judgment of the ESCROW AGENT Escrow Agent such controversy exists, including, without limitation, a controversy concerning the Financing Agreement, the Escrow Funds, the Debenture(s), or the GCA Warrants Note or this Escrow Agreement or the rights and obligations or the propriety of any action contemplated by the ESCROW AGENT Escrow Agent hereunder), the ESCROW AGENT Escrow Agent shall not be required to resolve such controversy or take an action but may, in his its sole discretion, be entitled to await resolution of the controversy by written joint instructions from the PARTIES Parties or by receipt of an order, decree, writ, judgment or other paper from a court of competent jurisdiction directing disposition of the Escrow Funds, the Escrow Conversion Shares, or the Debenture(s). (b) . Upon receipt of written instructions from PURCHASER(S), HOLDER(S) any of PURCHASER or the COMPANY, or a determination by the ESCROW AGENT that there is a controversy concerning the Escrow Funds, the Debenture(s), or this Escrow Agreement, the ESCROW AGENT Agent may, in his its sole discretion, also institute an interpleader action in the Superior Court of the State of GeorgiaOrange County, Xxxxxx County California (the "Court") or in a federal court in the State of GeorgiaCalifornia. If a suit is commenced against the ESCROW AGENTEscrow Agent, it may answer by way of interpleader and name. PURCHASER(S), HOLDER(S) PURCHASER and COMPANY, as additional parties to such action, and the ESCROW AGENT Escrow Agent may tender the Escrow Funds, the Debenture(s) or the Escrow Shares, Conversion Shares into such court for determination of the respective rights, titles and interests of the PURCHASER(S), HOLDER(S) PURCHASER and the COMPANY. Upon such tender, the ESCROW AGENT Escrow Agent shall be entitled to receive from the Company his its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit (including appeal). As between PURCHASER(S), HOLDER(S) PURCHASER 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 Escrow Funds, the Escrow Shares or the Debenture(s)Conversion Shares. If and when the ESCROW AGENT Escrow Agent shall so interplead such partiesParties, or any either of them, and deliver the Escrow Funds, the Escrow Conversion Shares and the Debenture(s) to the clerk of such court, all of his its duties hereunder shall cease, and he it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the ESCROW AGENTEscrow Agent. The exclusive venue for all actions under this Escrow Agreement shall be Xxxxxx Orange County, GeorgiaCalifornia.

Conflicting Instructions. (a) If a controversy arises between In the PARTIES concerning event that the Escrow FundsAgent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims, or demands from Zions Bancorp, the Escrow SharesCompany, the Agent for Equity Holders, or third persons with respect to the Debenture(s) Escrowed Property or any other sums or things which may be held hereunder, they shall notify the ESCROW AGENT. In that event (or, which in the absence its sole opinion are in conflict with any provision of such notification, if in the sole and exclusive judgment of the ESCROW AGENT such controversy exists, including, without limitation, a controversy concerning the Financing this Agreement, the Escrow Funds, the Debenture(s), or the GCA Warrants or this Escrow Agreement or the rights and obligations or the propriety of any action contemplated by the ESCROW AGENT hereunder), the ESCROW AGENT Agent shall not be required to resolve such controversy or take an action but may, in his sole discretion, be entitled to await resolution refrain from taking any action until it shall be directed otherwise in writing by Zions Bancorp, the Company, the Agent for Equity Holders, and said third persons, if any, or by a final order or judgment of a court or arbitrator of competent jurisdiction. (b) If the Escrow Agent shall be unable at any time to determine from this Agree ment to whom any portion or all of the controversy by Escrowed Property should be delivered, the Escrow Agent may issue to Zions Bancorp and (before the Effective Date) the Company or (after the Effective Date) the Agent for Equity Holders a written request for joint written instructions from as to delivery of such Escrowed Property. If the PARTIES or by receipt Escrow Agent shall not receive, within twenty days after the Escrow Agent has issued the written request for instructions, joint written instructions sufficient in the sole discretion of an orderthe Escrow Agent, decree, writ, judgment or other paper from then the Escrow Agent shall be entitled to (i) interplead the Escrowed Property at issue into a court of competent jurisdiction directing disposition of and name Zions Bancorp and the Equity Holders as defendants, and then the Escrow Funds, the Escrow Shares, or the Debenture(s). (b) Upon receipt of written instructions from PURCHASER(S), HOLDER(S) or the COMPANY, or a determination by the ESCROW AGENT that there is a controversy concerning the Escrow Funds, the Debenture(s), or this Escrow Agreement, the ESCROW AGENT may, in his sole discretion, also institute an interpleader action in the Superior Court of the State of Georgia, Xxxxxx County (the "Court") or in a federal court in the State of Georgia. If a suit is commenced against the ESCROW AGENT, it may answer by way of interpleader and name. PURCHASER(S), HOLDER(S) and COMPANY, as additional parties to such action, and the ESCROW AGENT may tender the Escrow Funds, the Debenture(s) or the Escrow Shares, into such court for determination of the respective rights, titles and interests of the PURCHASER(S), HOLDER(S) and the COMPANY. Upon such tender, the ESCROW AGENT Agent shall be entitled to receive from the Company his reasonable attorneys' fees and expenses incurred discharged of any obligations in connection with said interpleader action or in any related action or suit (including appeal). As between PURCHASER(S), HOLDER(S) 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 Escrow Funds, the Escrow Shares or the Debenture(s). If and when the ESCROW AGENT shall so interplead such partiesEscrowed Property, or any of them, and deliver (ii) submit the Escrow Funds, the Escrow Shares and the Debenture(s) to the clerk of such court, all of his duties hereunder shall cease, and he shall have no further obligation matter for final determination by arbitration as provided 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 Xxxxxx County, GeorgiaSection 18.1 hereof.