Common use of Conflicting Instructions Clause in Contracts

Conflicting Instructions. If a controversy arises between the Parties concerning the release of the 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 Shareholders as additional parties to such action, and the Escrow Agent may tender the 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 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 ACC Shares. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the 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 controversy arises between the Parties concerning the release of the ACC Shares 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 ACC Lakota and the Shareholders Rapid as additional parties to such action, and the Escrow Agent may tender the ACC Shares 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 ACC Lakota and the ShareholdersRapid, 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 ACC SharesFirst Certificate and/or the Second Certificate. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the ACC Shares 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 ACC Shares 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 ACC and the Shareholders Parties as additional parties to such action, and the Escrow Agent may tender the ACC Shares 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 ACC and the ShareholdersParties, 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 ACC SharesDeposited Assets. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the ACC Shares 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 ACC Shares 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 ACC Purchasers and the Shareholders Seller as additional parties to such action, and the Escrow Agent may tender the ACC Shares 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 ACC Purchasers and the ShareholdersSeller, 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 ACC SharesDebenture and/or the Purchase Price. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the ACC Shares 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 bona fide controversy arises between the Parties concerning the release of either the ACC Shares 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 ACC and the Shareholders JNE, RETN, AFSI and/or ANFS as additional parties to such action, and the Escrow Agent may tender the ACC Shares 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 ACC JNE and the ShareholdersAFSI, 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 ACC SharesRETN 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 ACC Shares 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 ACC Shares 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 ACC and the Shareholders Parties as additional parties to such action, and the Escrow Agent may tender the ACC Shares 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 ACC and the ShareholdersParties, 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 ACC SharesEscrow Assets. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the ACC Shares 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.