Common use of Disagreements Clause in Contracts

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order or, (ii) receives a Joint Notice, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Notice, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, after sending written notice of the same to Purchaser and Seller, retain the Escrow Property until the Escrow Agent (ia) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order or, (ii) receives a Joint NoticeProperty, in which event the Escrow Agent shall will be authorized to disburse the Escrow Property in accordance with such Joint Noticefinal court order or arbitration decision, (b) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent will be authorized to disburse the Escrow Property in accordance with such agreement, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall will be relieved of all liability as to the Escrow Property and shall will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall will be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the WC Escrow Property Fund or the Escrow Fund until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the WC Escrow Property delivered by Fund or the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orFund, (ii) receives a Joint Noticewritten agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the WC Escrow Fund or the Escrow Fund, in which event the Escrow Agent shall be authorized to disburse the WC Escrow Property Fund or the Escrow Fund in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the WC Escrow Property Fund or the Escrow Fund and shall be entitled to recover reasonable, documented out-of-pocket costs and expenses, including reasonable attorneys’ feesfees and expenses, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In Notwithstanding the event that foregoing, any conflict, disagreement or dispute not involving the Escrow Agent receives an Order and as a party shall be resolved pursuant to the other documentation set forth in clause (i) terms of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentationMerger Agreement.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, is authorized to retain the remaining Closing Cash, Escrow Property Cash and/or Escrow Shares until the Escrow Agent (ia) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the remaining Closing Cash, Escrow Property delivered by the prevailing Party to Cash and/or Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orShares, (iib) receives a Joint Noticewritten agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the remaining Closing Cash, Escrow Cash and/or Escrow Shares, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Shares in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the remaining Closing Cash, Escrow Property Cash and/or Escrow Shares and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In The Parent and Buyer agree to look to the event that remaining Closing Cash, Escrow Cash first and the Escrow Agent receives an Order and Shares second with respect the other documentation set forth in clause (i) fulfillment of this Section 3.5, any indemnification obligations of Sellers under the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentationAsset Purchase Agreement.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property Fund until the Escrow Agent (ia) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order or, (ii) receives a Joint NoticeFund or any portion thereof, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Fund or the relevant portion thereof in accordance with such Joint Noticefinal court order or arbitration decision, (b) receives a written agreement executed by each of the parties directing delivery of the Escrow Fund or the relevant portion thereof, in which event the Escrow Agent shall be authorized to disburse the Escrow Fund or the relevant portion thereof in accordance with such agreement, or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Fund and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a (a) final non-appealable order of a court of competent jurisdiction jurisdiction, or (b) a final non-appealable arbitration decision of an accounting firm certified by a Party to be the Independent Accountant (as defined in the Stock Purchase Agreement), in either case directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orAmount or Holdback Amount, as applicable, (ii) receives a Joint Noticewritten agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs actually and reasonably incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order or, (ii) receives a Joint NoticeProperty, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Noticeorder or decision, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other documented out-of-pocket costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orProperty, (ii) receives a Joint NoticeInstruction directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such final court order, arbitration decision, or Joint NoticeInstruction, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreementJoint Instruction, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, after sending written notice of the same to Buyer and the Sellers’ Representative, retain the Escrow Property Funds until the Escrow Agent (ia) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order or, (ii) receives a Joint NoticeFunds, in which event the Escrow Agent shall will be authorized to disburse the Escrow Property Funds in accordance with such Joint Noticefinal court order or arbitration decision, (b) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Funds, in which event Escrow Agent will be authorized to disburse the Escrow Funds in accordance with such agreement or (iiic) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall will be relieved of all liability as to the Escrow Property Funds and shall will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other reasonable and documented out of pocket costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall will be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties Purchaser and Seller Parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt (based on its reasonable judgment) as to the action to be taken hereunder, the Escrow Agent may, at its option, may retain the Escrow Property Funds until the Escrow Agent (i) receives a final final, non-appealable order of from a court of competent jurisdiction or a final final, non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orFunds, (ii) receives a Joint NoticeInstruction from the Parties directing delivery of the Escrow Funds, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Funds in accordance with such Joint NoticeInstruction, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Funds and shall be entitled to recover attorneys’ fees, expenses and other out-of-pocket costs incurred in commencing and maintaining any such interpleader action. Any such court order or arbitration decision shall be accompanied by a written instrument of the presenting party certifying that such court order or arbitration decision is final, non- appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent shall be entitled to conclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Escrow Property Funds until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orFunds, (ii) receives a Joint Noticewritten agreement executed by Parent and Stockholders’ Agent directing delivery of the Escrow Funds, in which event the Escrow Agent shall be authorized to disburse the Escrow Property Funds in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property Funds and shall be entitled to recover reasonable and documented external attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orProperty, (ii) receives a Joint Noticewritten agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. Any such court order, judgment or award or arbitration decision shall be accompanied by a written instrument of the presenting Party certifying that such court order, judgment or award or arbitration decision is final, non-appealable and from a court of competent jurisdiction or from a competent arbitration panel, upon which instrument the Escrow Agent shall be entitled to conclusively rely without further investigation. The Escrow Agent shall be entitled to act on any such agreement, court order, judgment or award or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.

Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, is authorized to retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of 44 [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an “Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to effectuate such order orProperty, (ii) receives a Joint Noticewritten agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Noticefinal court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action[***]. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation.