Ambiguity and Disputes Clause Samples

Ambiguity and Disputes. (i) In the event the Escrow Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Escrow Agent hereunder, the Escrow Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Parent, Representative or any Stockholder or other person or entity for refraining from taking such action, unless the Escrow Agent receives written instructions signed by Parent and Representative, or an Escrow Indemnity Order, which eliminate such ambiguity or uncertainty to the satisfaction of the Escrow Agent,. (ii) In the event any dispute shall arise between or among (or conflicting claims are made by) the Parent, Representative and/or any other person or entity with respect to this Escrow Agreement, the Escrowed Property or the Escrow Accounts, the Escrow Agent may, in its sole discretion, at its option (A) initiate an action in interpleader or another appropriate action, suit or proceeding in a court of competent jurisdiction seeking to resolve such dispute or claims and/or (B) refrain from complying with any claim, notice, instruction, direction, request or other communication, paper or document, so long as such dispute or conflict shall continue, and (in either case) shall be fully protected and shall not be liable in any way to UK Acquiror, Parent or Representative or any other person or entity for failure or refusal to comply with such conflicting claims, notices, instructions, directions, requests, communications, papers or documents until the Escrow Agent is satisfied, in its sole discretion, that such conflicting claims, notices, instructions, directions, requests, communications, papers or documents have been definitively determined by a final, non-appealable judgment of a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent.