Common use of Controversies Clause in Contracts

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, Party concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the legitimacy, validity or legality of said controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees Parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the legitimacy, validity or legality of said controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees Parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company NIRE agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between among the Parties parties to this Agreement, or with any other Party, Agreement concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine resolve the controversy or to take any action regarding itin connection with the controversy. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties parties to this Escrow Agreement, or with any other Partyparty, concerning the subject matter of this Escrow Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Escrow Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Escrow Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreementthe Escrow.

Controversies. If any controversy arises between among the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, or its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold the Escrow Shares and all documents and funds funds, and may wait for settlement of any such controversy by final appropriate arbitration or legal proceedings or other means asmeans, in the Escrow Agent’s discretion, as the Escrow Agent may requirerequire in its discretion, despite what may be set forth elsewhere in notwithstanding any other provision of this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option file an action of interpleader in a court of competent jurisdiction requiring the Parties parties to answer and litigate any their claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow Account, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company action, GoAmerica agrees to paypay and promptly deposit with the clerk of the court. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all any obligations and liability imposed by the terms of this Agreement. The release from liability shall survive the termination of this Agreement.

Controversies. If any controversy arises between the Parties to this Amended Agreement, or with any other Party, concerning the subject matter of this Amended Agreement, its terms or conditions, the Escrow Agent will not be required to determine the legitimacy, validity or legality of said controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's sole discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Amended Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees Parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Amended Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow Amount, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court the Escrow Amount and all documents and funds held in escrowcertificates related thereto, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this the escrow, and the action will be deemed to be solely a dispute between the parties subject to the Stock Purchase Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the legitimacy, validity or legality of said controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's sole discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney attorneys’ fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees Parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between among the Parties parties to this Escrow Agreement, or with any other Partyparty, concerning the subject matter of this Escrow Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds Escrow Shares and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in pursuant to the provisions of Section 9 of this Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may may, at its option option, file an action of interpleader requiring the Parties parties to such controversy to answer and litigate arbitrate pursuant to Section 9 of this Escrow Agreement any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds Escrow Shares held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees parties to such controversy jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Escrow Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may requirebe required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees Parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow Fund, except all costs, expenses, charges and reasonable attorney attorneys’ fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds property and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's reasonable discretion, the Escrow Agent may requirebe required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, if such controversy has not been resolved within sixty (60) days, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized themselves and to deposit with the clerk of the court all documents and funds held in escrowextent required or permitted by law, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due may deliver the Escrow Fund to the court that the Escrow Agent files such action of interpleader action with for holding and which disposition in accordance with the Company agrees to payinstructions of such court. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement, except for obligations or liabilities arising by reason of the prior gross negligence or willful misconduct on the part of the Escrow Agent.

Controversies. If any controversy arises between among the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, or its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold the Escrow Shares and all documents and funds funds, and may wait for settlement of any such controversy by final appropriate arbitration or legal proceedings or other means asmeans, in the Escrow Agent’s discretion, as the Escrow Agent may requirerequire in its discretion, despite what may be set forth elsewhere in notwithstanding any other provision of this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option file an action of interpleader in a court of competent jurisdiction requiring the Parties parties to answer and litigate any their claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow Account, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company action, GOAM agrees to paypay and promptly deposit with the clerk of the court. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all any obligations and liability imposed by the terms of this Agreement. The release from liability shall survive the termination of this Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this the Escrow, and the action will be deemed to be solely a dispute between the parties subject to Article 8 of the Merger Agreement.

Controversies. If any controversy arises between the Parties to this Agreementparties, or with any other Partyparty, concerning the subject matter of this Agreement, Agreement or its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds instruments and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's sole discretion, the Escrow Agent may require, despite what may it deems to be set forth elsewhere in this Agreementrequired. In such event, the Escrow Agent will not be liable for interest or damagedamages arising from any non-delivery thereunder. Furthermore, the Escrow Agent may may, at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims clams and rights among between themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowinstruments held, except and the parties agree to pay all costs, expenses, charges charges, and reasonable attorney attorneys' fees incurred by the Escrow Agent due to the any such interpleader action and which the Company agrees to payaction. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company Corporation agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an all action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between among the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreement, or its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold the Escrow Shares and all documents and funds funds, and may wait for settlement of any such controversy by final appropriate arbitration or legal proceedings or other means asmeans, in the Escrow Agent’s discretion, as the Escrow Agent may requirerequire in its discretion, despite what may be set forth elsewhere in notwithstanding any other provision of this Agreement. In such event, the Escrow Agent will not be liable for interest or damagedamages. Furthermore, the Escrow Agent may at its option file an action of interpleader in a court of competent jurisdiction requiring the Parties parties to answer and litigate any their claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action action, which amounts the Stockholders and which Lightbridge agree to pay equally and promptly deposit with the Company agrees to payclerk of the court. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all any obligations and liability imposed by the terms of this Agreement. The release from liability shall survive the termination of this Agreement.

Controversies. If any controversy arises between the Parties parties to this Escrow Agreement, or with any other Party, concerning the subject matter of this Escrow Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Escrow Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company Purchaser agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Escrow Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this the Escrow, and the action will be deemed to be solely a dispute between the parties subject to Article 11 of the Merger Agreement.

Controversies. If any controversy arises between the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow Property, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court the Escrow Property and all documents and funds held in escrowcertificates related thereto, except all Escrow Property, attributable to costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this the escrow, and the action will be deemed to be solely a dispute between the parties subject to the Asset Purchase Agreement.

Controversies. If any controversy arises between the Parties parties ------------- to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may may, at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. , provided that any liability of the Stockholders for such costs, expenses, -------- charges and fees shall be paid exclusively out of the Escrow Fund.. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreementthe Escrow.

Controversies. If any controversy arises between the Parties parties to this Escrow Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Escrow Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrowthe Escrow, except all costs, expenses, charges and reasonable attorney attorneys' fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreementthe Escrow.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between the Parties to this AgreementPurchaser Parent and Seller Parent, or with any other Partythird party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may may, at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.

Controversies. If any controversy arises between or among the Parties parties to this Agreement, or with any other Partyparty, concerning the subject matter of this Agreementthe Escrow Funds, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent it may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option option, file an action of interpleader requiring the Parties parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court the Escrow Funds and all documents and funds held in escrowcertificates related thereto, except all Escrow Funds, attributable to costs, expenses, charges and reasonable attorney attorneys’ fees incurred by the Escrow Agent it due to the interpleader action and which the Company agrees parties agree to paypay (one-half by Buyer and one-half by Seller). Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this the escrow, and the action will be deemed to be solely a dispute between the parties subject to the Stock Purchase Agreement.

Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s 's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to the deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.