Common use of AUTHORITY TO ACT Clause in Contracts

AUTHORITY TO ACT. 10.1 Escrow Bank is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with this Agreement. 10.2 Escrow Bank shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, which Escrow Bank in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. 10.3 Escrow Bank may consult with legal counsel at the cost and expense of Company in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that Escrow Bank is in doubt as to what action it should take hereunder, Escrow Bank may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank resign and the parties fail to select another Escrow Bank to act in its stead, the Escrow Bank shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned AWA to deliver the subject matter of perform under this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the cost and expense of Company AWA in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas North Carolina or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties Investors and AWA with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 Escrow Bank is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with this Agreement. 10.2 Escrow Bank shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, which Escrow Bank in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. 10.3 Escrow Bank may consult with legal counsel at the cost and expense of Company in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that Escrow Bank is in doubt as to what action it should take hereunder, Escrow Bank may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right rights of Escrow Bank under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank resign and the parties fail to select another Escrow Bank to act in its stead, the Escrow Bank shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned Debtor and the Collateral Agent to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the cost and expense of Company in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties the Debtor and the Collateral Agent shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested personsDebtor and the Collateral Agent, and Escrow Bank Agent shall have been notified thereof in writing signed by all such personsthe Debtor and the Collateral Agent. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank resign and the parties fail to select another Escrow Bank to act in its stead, the Escrow Bank shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.or

AUTHORITY TO ACT. 10.1 A. The Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. The Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, document which the authority or the identity of any signer thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. The Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than the Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, the Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by arbitration or a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State Commonwealth of Texas Virginia or of any political subdivision thereof, and the Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of the Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx bxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 (a) The Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 (b) The Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, document which the authority or the identity of any signer thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 (c) The Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than the Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . (d) In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other personPerson, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Bank Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Bank Agent shall not be or become liable in any way or to any person Person for its failure or refusal to act, and the Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested personsPersons, and the Escrow Bank Agent shall have been notified thereof in writing signed by all such personsPersons. Notwithstanding the foregoing, the Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State Commonwealth of Texas Virginia or of any political subdivision thereof, and the Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of the Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 (e) In the event that any controversy should arise among the parties hereto with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties hereto fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx bxxx of interpleader in any court of competent jurisdiction to determine the rights of the partiesparties hereto.

AUTHORITY TO ACT. 10.1 (A) Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver make payments of the Fund that is the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 (B) Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Escrow Agreement. 10.3 (C) Should a party or parties to this Escrow Bank Agreement assert that the Escrow Agent is not acting properly in accordance with this Escrow Agreement, Escrow Agent may consult with legal counsel at the cost and expense of Company the party/parties (jointly and severally) making the assertion, in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . (D) In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right rights of Escrow Bank Agent under this sub-paragraph subparagraph are cumulative of all other rights which it may have by law or otherwise. 10.4 (E) In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank resign and the parties fail to select another Escrow Bank to act in its steadAgreement, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned Seller and Purchaser to release, transfer and/or deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any joint written instructions, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement release or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the several, but not joint cost and expense of Company the Seller and the Purchaser (“Legal Fees”), which shall each bear such half of such Legal Fees (provided that such Legal Fees must be reasonably incurred by the Escrow Agent in connection with the performance of its obligations under this Agreement) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. The Escrow Agent shall obtain written consent from both the Seller and the Purchaser (not to be unreasonably withheld) prior to incurring Legal Fees. Subject to the prior sentence, the Escrow Agent may request the Seller and the Purchaser to pay for the Legal Fees in advance. D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right rights of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx bxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties, in each case as of 5 business days after the date of the first written notice given to the parties in respect of the controversy or 5 business days after the date of resignation of the Escrow Agent.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer xxxxxx thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited towithout limitation, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas COLORADO or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 (A) Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver make payments of the Fund that is the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 (B) Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Escrow Agreement. 10.3 (C) Should a party or parties to this Escrow Bank Agreement assert that the Escrow Agent is not acting properly in accordance with this Escrow Agreement, Escrow Agent may consult with legal counsel at the cost and expense of Company the party/parties (jointly and severally) making the assertion, in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . (D) In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Xxxxxx Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right rights of Escrow Bank Agent under this sub-paragraph subparagraph are cumulative of all other rights which it may have by law or otherwise. 10.4 (E) In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank resign and the parties fail to select another Escrow Bank to act in its steadAgreement, the Escrow Bank Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx bxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas Oklahoma or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 Escrow Bank X. Xxxxxx Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 Escrow Bank X. Xxxxxx Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer xxxxxx thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited towithout limitation, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 Escrow Bank X. Xxxxxx Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Xxxxxx Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Xxxxxx Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas Oklahoma or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise., 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx bill of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, document which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-non investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the cost and expense of Company in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Articles I and II of this Escrow Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer xxxxxx thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited towithout limitation, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter Fund of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 C. Escrow Bank Agent may consult with legal counsel at the equal cost and expense of Company Sellers, collectively, and Purchaser (other than Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that Escrow Bank is Agent, in good faith, be in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdictionjurisdiction or arbitrator, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.

AUTHORITY TO ACT. 10.1 (a) The Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Escrow Agreement only in accordance with the provisions of Article I of this Escrow Agreement. 10.2 (b) The Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, document which the authority or the identity of any signer thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of this Escrow Agreement. 10.3 (c) The Escrow Bank Agent may consult with legal counsel at the joint and several cost and expense of Company the undersigned (other than the Escrow Agent) in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . (d) In the event of any disagreement between any of the parties to this Escrow Agreement, or between any of them and any other personPerson, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Bank Agent, in good faith, is in doubt as to what action it should take hereunder, the Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Bank Agent shall not be or become liable in any way or to any person Person for its failure or refusal to act, and the Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested personsPersons, and the Escrow Bank Agent shall have been notified thereof in writing signed by all such personsPersons. Notwithstanding the foregoing, the Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State Commonwealth of Texas Virginia or of any political subdivision thereof, and the Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of the Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 (e) In the event that any controversy should arise among the parties hereto with respect to this the Escrow Agreement, or should the Escrow Bank Agent resign and the parties hereto fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the partiesparties hereto.

AUTHORITY TO ACT. 10.1 A. Escrow Bank Agent is hereby authorized and directed by the undersigned to deliver the subject matter of this Agreement only in accordance with the provisions of Article I of this Agreement. 10.2 B. Escrow Bank Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document, including, without limitation, the authority or the identity of any signer thereof, which Escrow Bank Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement.good 10.3 C. Escrow Bank Agent may consult with legal counsel at the cost and expense of the Company in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the advice of such counsel. . D. In the event of any disagreement between any of the parties to this Agreement, or between any of them and any other person, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or in the event that Escrow Bank Agent is in doubt as to what action it should take hereunder, Escrow Bank Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, Escrow Bank Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and Escrow Bank Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and Escrow Bank Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, Escrow Bank Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of any agency of the United States or any political subdivision thereof, or of any agency of the State of Texas Oklahoma or of any political subdivision thereof, and Escrow Bank Agent is hereby authorized in its sole discretion, to comply with and obey any such orders, judgments, decrees or levies. The right of Escrow Bank Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise. 10.4 E. In the event that any controversy should arise among the parties with respect to this Agreement, or should the Escrow Bank Agent resign and the parties fail to select another Escrow Bank Agent to act in its stead, the Escrow Bank Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties.