Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent. (b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent shall have received an executed copy of a dispositive settlement agreement to which the Beneficiaries and all other adverse claimants, if any, are parties and signatories. (c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pia Merchandising Services Inc), Indemnity Escrow Agreement (Brown Robertg //)
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit to the court, Escrox Xxxxt shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. Upon receipt of a written demand for the Deposit (aa "Deposit Demand") by Sellers or Purchaser (the "Demanding Party"), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "Non-Demanding Party"). Escrow Agent shall hold the Deposit for five (5) Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the Non-Demanding Party (the "Objection Period") or until Escrow Agent receives a confirming instruction from the Non-Demanding Party. In the event that one or both the Non-Demanding Party delivers to Escrow Agent written objection to the release of the SPAR Principals or PIA Delaware timely objects Deposit to any requested the Demanding Party (an "Objection Notice") within the Objection Period (which Objection Notice shall set forth the basis under this Agreement for objecting to the release of or claim against any the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the Demanding Party. In the event no Objection Notice is received by Escrow Shares Agent within the Objection Period, Escrow Agent shall promptly release the Deposit to the Demanding Party in accordance with the Deposit Demand. In the event of any dispute between the parties regarding the release of the Deposit, Escrow Agent, in its good faith business judgment, may disregard all inconsistent instructions received from either party and may either (1) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Sellers and Purchaser, or other property pursuant to Section 3Escrow Agent is otherwise instructed by a final, then PIA Delaware non-appealable judgment of a court of competent jurisdiction, or (2) deposit the Deposit with a court of competent jurisdiction by an action of interpleader (whereupon Escrow Agent shall be released and relieved of any further liability or obligations hereunder from and after the SPAR Principals shall, for a period date of at least thirty days, negotiate such deposit). In the event Escrow Agent shall in good faith in an effort be uncertain as to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (its duties or such longer period as they may mutually agree upon)obligations hereunder or shall receive conflicting instructions, then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon from the Indemnity parties hereto, Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refuse refrain from taking any action other than (1) to comply with any such claim or demand perform its duties under Section 4.3 above, and (2) to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, keep safely the Indemnity Deposit until Escrow Agent shall not be receive a joint written instruction from both parties clarifying Escrow Agent's uncertainty or become liable for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with resolving such conflicting instructions, claims or adverse demands. The Indemnity , or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent shall have received an executed copy of a dispositive settlement agreement to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriesact.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Corporate Office Properties Trust)
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices are served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent Agents shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, expenses or interest to any Beneficiary party hereto or any other person for its failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: until (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or hereby or (b) the Indemnity Escrow Agent shall have received an executed copy of a dispositive settlement agreement to which the Beneficiaries parties hereto and all other adverse claimants, if any, are parties and signatories. The Escrow Agent may seek the advice of legal counsel in any dispute or question as to the construction of any of the provisions of this agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. In making calculations of any amounts pursuant to this agreement, the Escrow Agent shall be entitled to retain the services of such accountants as it reasonably deems appropriate.
(cb) If conflicting any controversy arises between one or adverse claims or demands are made or notices served upon more of the Indemnity parties hereto, the Escrow Agent with respect shall not be required to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights resolve such controversy and need not make any delivery of the claimants adjudicated, and Escrow Shares or any portion thereof but may deposit the same with the a court all funds and documents held hereunder pursuant to this Agreement; and of competent jurisdiction in New York, New York and, if it so commences and depositsdeposits the Escrow Shares, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware agreement, or may retain the same without liability to anyone until the rights of the parties to the dispute shall pay all costshave finally been determined by mutual agreement, expenses or by final order, decree or judgment of a court of competent jurisdiction, and attorneys' fees and expenses incurred by the Indemnity time for appeal has expired without an appeal having been perfected, but the Escrow Agent in seeking shall be under no duty whatsoever to institute or defend any such judgmentproceedings.
Appears in 1 contract
Samples: Share Escrow Agreement (Medsource Technologies Inc)
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit to the court, Xxxxxx Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections 2.2 and refuse to so act until: (a3.1(a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3Notwithstanding anything else set forth in this Agreement, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinEscrow or any action to be taken by the Escrow Agent hereunder, the Beneficiaries agree each of ADSX and MCY agrees that the Indemnity Escrow Agent shall be entitled to refuse to comply with any request relating to such claim or demand and to withhold and stop all or any further performance of this escrow so long as such disagreement shall continuethe Escrow Agent's duties hereunder. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any Beneficiary ADSX or MCY or any other person for its Escrow Agent's failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants until such conflicting claims or demands shall have been finally adjudicated in determined by a court assuming of competent jurisdiction (by a final judgment or determination from which no appeal may be taken) or shall have been settled by agreement of ADSX and having jurisdiction and venue over MCY, in which case the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent shall have received an executed copy of be notified thereof by a dispositive settlement agreement to which the Beneficiaries written notice signed by ADSX and all other adverse claimants, if any, are parties and signatories.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity MCY. The Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent may also may elect to commence an interpleader or other action in any court of competent jurisdiction for declaratory judgment or other similar relief for the purpose of having the respective rights of the claimants adjudicated, and may deposit with such court the court all funds and documents Escrow held hereunder pursuant to this Agreementhereunder; and if it the Escrow Agent so commences interpleader action and depositsdeposits the Escrow, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit to the court, Escrow Xxxxx shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, then the Beneficiaries agree that the Indemnity Escrow Agent shall be entitled to refuse to comply may refrain from complying with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. The parties agree to negotiate any such disagreement in good faith and as expeditiously as possible. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any Beneficiary or any other person for its failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to may continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent until it shall have received an executed copy of a dispositive settlement agreement certification satisfactory to which the Beneficiaries and all other adverse claimants, if any, are parties and signatories.
(c) If it that such conflicting or adverse claims or demands are made shall have been finally determined by a court of competent jurisdiction that is not subject to further appeal or notices served upon other appellate review, or shall have been settled by agreement of the Indemnity parties to such controversy, in which case the Escrow Agent with respect shall be notified thereof in a written notice signed by L Capital, on the one hand, and Existing Stockholders owning more than two-thirds of the Escrow Shares, on the other hand. The Escrow Agent may seek the advice of legal counsel in any dispute or question as to the escrow provided for hereinconstruction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the Beneficiaries agree that the Indemnity opinion of such counsel. The Escrow Agent may also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents property held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Samples: Escrow Agreement (TRUEYOU.COM)
Conflicting Demands. (a) In If conflicting demands are made upon Escrow Agent or Escrow Agent is uncertain with respect to the event escrow, the parties hereto expressly agree that one Escrow Agent shall have the absolute right to do either or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period following: (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(bi) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Xxxxxxx Money Deposit to the court, Escrow Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit to xxx xxurt, Escrow Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Hyde Park agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Hyde Park is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Hyde Park has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Hyde Park and neither Buyer nor Hyde Park shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Hyde Park to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Xxxxxxx Money Deposit to the court, Escrow Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections 2.2 and refuse to so act until: (a3.1(a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Usf&g Legg Mason Realty Partners Limited Partnership)
Conflicting Demands. (a) In If conflicting demands are made upon Escrow Agent or Escrow Agent is uncertain with respect to the event escrow, the parties hereto expressly agree that one Escrow Agent shall have the absolute right to do either or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period following: (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(bi) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by mutual agreement between Buyer and Seller or by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader in Kenton County, Kentucky and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit in Kenton County, Kentucky and tender of the Xxxxxxx Money Deposit to the court, Escrow Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within five (5) business days after a written request for approval is received by the Indemnity party whose approval is being requested and its counsel. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections ___ and refuse to so act until: (a) the rights __ of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within five (5) business days after receipt of Escrow Agent's notice by such party and its counsel. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries parties agree that the Indemnity Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any Beneficiary or to any Principal Shareholder or any other person for its failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants until such conflicting claims or demands shall have been finally adjudicated in determined by a court assuming and having of competent jurisdiction and venue over or shall have been settled by agreement of the parties and/or to such controversy, in which case the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent shall have received an executed copy of be notified thereof in a dispositive settlement agreement to which the Beneficiaries and all other adverse claimants, if any, are parties and signatories.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity notice signed by such parties. The Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent may also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall The Shareholders Representative, on behalf of the Principal Shareholders, on the one hand, and Xybernaut, on the other hand, agree to pay one-half of any and all costs, expenses and reasonable attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Samples: Merger Agreement (Xybernaut Corp)
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for hereinescrow, the Beneficiaries parties hereto expressly agree that the Indemnity Escrow Agent shall be entitled have the absolute right to refuse to comply with any such claim do either or demand and to both of the following: (i) withhold and stop all further proceedings in performance of this escrow so long and await settlement of the controversy by final appropriate legal proceedings or otherwise as it may require; or (ii) file suit for declaratory relief and/or interpleader and obtain an order from the court requiring the parties to interplead and litigate in such disagreement court their several claims and rights between themselves. Upon the filing of any such declaratory relief or interpleader suit and tender of the Xxxxxxx Money Deposit to the court, Escrow Agent shall continuethereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. In so doingBuyer and Seller agree to respond promptly in writing to any request by Escrow Agent for clarification, consent or instructions. Any action proposed to be taken by Escrow Agent for which approval of Buyer and/or Seller is requested shall be considered approved if Escrow Agent does not receive written notice of disapproval within fourteen (14) days after a written request for approval is received by the Indemnity party whose approval is being requested. Escrow Agent shall not be or become liable required to take any action for damages, losses, expenses or interest to any Beneficiary or any other person for its failure to comply with which approval of Buyer and/or Seller has been sought unless such conflicting or adverse demandsapproval has been received. The Indemnity Escrow Agent No disbursements shall be entitled to continue to so refrain made, other than as provided in Sections and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in foregoing Agreement, or to a court assuming and having jurisdiction and venue over the parties and/or the documentsin an interpleader action, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity unless Escrow Agent shall have received an executed copy given written notice of the proposed disbursement to Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the disbursement within 14 days after receipt of Escrow Agent's notice. No notice by Buyer or Seller to Escrow Agent of disapproval of a dispositive settlement agreement proposed action shall affect the right of Escrow Agent to take any action as to which the Beneficiaries and all other adverse claimants, if any, are parties and signatoriessuch approval is not required.
(c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries agree that the Indemnity Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Agreement. PIA Delaware shall pay all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.
Appears in 1 contract
Conflicting Demands. (a) In the event that one or both of the SPAR Principals or PIA Delaware timely objects to any requested release of or claim against any of the Escrow Shares or other property pursuant to Section 3, then PIA Delaware and the SPAR Principals shall, for a period of at least thirty days, negotiate in good faith in an effort to resolve such dispute. If PIA Delaware and the SPAR Principals are unable to resolve such dispute within such thirty day period (or such longer period as they may mutually agree upon), then the Beneficiaries may pursue non-binding mediation if they mutually agree, or any Beneficiary may commence an action, to finally resolve any conflicting claims hereunder. The final decision of any court proceeding shall be furnished in writing to the Indemnity Escrow Agent.
(b) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect to the escrow provided for herein, the Beneficiaries Company and the Purchasers agree that the Indemnity Escrow Agent shall be entitled to refuse to comply with any such claim or demand and to withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Indemnity Escrow Agent shall not be or become liable for damages, losses, expenses or interest to the Company or any Beneficiary Purchaser or any other person for its failure to comply with such conflicting or adverse demands. The Indemnity Escrow Agent shall be entitled to continue to so refrain and refuse to so act until: (a) the rights of the adverse claimants have been finally adjudicated in a court assuming and having jurisdiction and venue over the parties and/or the documents, instruments or funds involved herein or affected hereby; and/or (b) the Indemnity Escrow Agent shall have received an executed copy of a dispositive settlement agreement to which the Beneficiaries Company, the Purchasers and all other adverse claimants, if any, are parties and signatories.
; and/or (c) If conflicting or adverse claims or demands are made or notices served upon the Indemnity Escrow Agent with respect has received instructions signed by the Company and the Lead Investor to transfer the Escrow Funds to a third party pursuant to a new escrow provided for herein, arrangement that has been approved by the Beneficiaries agree that Company and the Indemnity Lead Investor. The Escrow Agent also may elect to commence an interpleader or other action for declaratory judgment for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all funds and documents held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Indemnity Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement. PIA Delaware shall The Company and the Purchasers agree to pay jointly and severally all costs, expenses and attorneys' fees and expenses incurred by the Indemnity Escrow Agent in seeking any such judgment.. The Company and the Lead Investor may also elect to change the escrow agent at any time, and the Escrow Agent shall comply with such request and authorize the transfer of funds to the new escrow agent promptly upon receipt of joint instructions from the Company and the Lead Investor to do so.
Appears in 1 contract
