Common use of Conflicting Demands Clause in Contracts

Conflicting Demands. Upon receipt of a written demand for the Deposit (a "Deposit Demand") by Seller or Buyer (the "demanding party"), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "non-demanding party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5 Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the non-demanding party ("Objection Period") or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent written objection to the release of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty or resolving such conflicting instructions, claims, or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.

Conflicting Demands. If conflicting demands are made upon Escrow Agent with respect to the escrow, the parties hereto expressly agree that Escrow Agent shall have the absolute right to do either or both of the following: (i) withhold and stop all proceedings in performance of this escrow 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 inter- pleader and obtain an order from the court requiring the parties to interplead and litigate in such court their several claims and rights between themselves. Upon receipt the filing of a written demand for any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit (a "Deposit Demand") by Seller or Buyer (the "demanding party")to xxx xxurt, Escrow Agent shall thereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. Buyer and Seller agree to respond promptly send a copy 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 such Deposit Demand to the other party (the "non-demanding party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) Buyer and/or Seller is requested shall be immediately returned to Buyer), 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 party whose approval is being requested. Escrow Agent shall hold not be required to take any action for which approval of Buyer and/or Seller has been sought unless such approval has been received. No disbursements shall be made, other than as provided in Sections 2,2, 2.4, 3.1(a), 9.1 and 9.2 of the Deposit for 5 Business Days from the date of delivery by foregoing Agreement, or to a court in an interpleader action, unless Escrow Agent shall have given written notice of the Deposit Demand proposed disbursement to the non-demanding party ("Objection Period") or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the release disbursement within 14 days after receipt of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty notice. No notice by Buyer or resolving such conflicting instructions, claims, or demands, or until a final non-appealable judgment Seller to Escrow Agent of disapproval of a court proposed action shall affect the right of competent jurisdiction instructs Escrow Agent to acttake any action as to which such approval is not required.

Conflicting Demands. Upon receipt of a written demand for the Deposit Escrow Funds (a "Deposit Demand") by Seller Sellers or Buyer Purchaser (the "demanding partyDemanding Party"), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "nonNon-demanding partyDemanding Party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit Escrow Funds for 5 five (5) Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the nonNon-demanding party Demanding Party (the "Objection Period") or until Escrow Agent receives a confirming instruction from the nonNon-demanding partyDemanding Party. In the event the nonNon-demanding party Demanding Party delivers to Escrow Agent written objection to the release of the Deposit Escrow Funds to the demanding party 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 the DepositEscrow Funds), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding partyDemanding Party. In the event of any dispute between no Objection Notice is received by Escrow Agent within the parties regarding Objection Period, Escrow Agent shall promptly release the release of Escrow Funds to the DepositDemanding Party in accordance with the Deposit Demand. In the event an Objection Notice is received by Escrow Agent within the Objection Period, Escrow Agent, in its good faith business judgment, may disregard all inconsistent instructions received from either party and may either (a1) hold the Deposit Escrow Funds until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller Sellers and BuyerPurchaser, or Escrow Agent is otherwise instructed by a final final, non-appealable judgment of a court of competent jurisdiction, or (b2) deposit the Deposit (plus any interest or dividends earned thereon) Escrow Funds 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from form the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon))hereto, Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than (1) to perform its duties under Section 5.2 above, and (2) to keep safely the Deposit (plus any interest or dividends earned thereon) Escrow Funds until Escrow Agent shall receive a joint instruction from both parties Sellers and Purchaser clarifying Escrow Agent's uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.

Conflicting Demands. Upon receipt of a written demand for the Deposit (a "“Deposit Demand"”) by Seller or Buyer (the "“demanding party"”), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "“non-demanding party"”). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5 Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the non-demanding party ("“Objection Period"”) or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent written objection to the release of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)Deposit), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's ’s uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.

Conflicting Demands. If conflicting demands are made upon Escrow Agent or if Xxxxxx Agent is uncertain with respect to the escrow, the Escrow Agent shall have the absolute right to do either or both of the following: (i) withhold and stop all proceedings in performance of this escrow 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 court their claims between themselves. Upon receipt the filing of a written demand for any such declaratory relief or interpleader suit and tern of the Xxxxxxx Money Deposit (a "Deposit Demand") by Seller or Buyer (to the "demanding party")court, Escrow Agent shall thereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. The parties to this Agreement agree to respond promptly send a copy of such Deposit Demand in writing to the other party (the "non-demanding party")any request by Escrow Agent for clarification, consent or instructions. Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) Escrow Agent may conclusively rely upon and shall be immediately returned protected in acting upon any notice, consent, order or other document believed by it to Buyer)be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent’s part. Escrow Agent shall hold the Deposit for 5 Business Days from the date of delivery by Escrow Agent of the Deposit Demand have no duty or liability to the non-demanding party ("Objection Period") verify any such notice, consent, order or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers other document, and its sole responsibility shall be to Escrow Agent written objection to the release of the Deposit to the demanding party (an "Objection Notice") within the Objection Period (which Objection Notice shall act as expressly set forth the basis under in this Agreement for objecting to the release of the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding partyAgreement. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) with a court of competent jurisdiction by an action of interpleader (whereupon The Escrow Agent shall be released indemnified and relieved held harmless from any loss, liability and costs incurred as a result of any further liability or obligations hereunder from and after the date of such deposit)incorrect information supplied. In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand hereby joins this Agreement for the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties limited purpose of indicating its consent and agreement to perform its escrow and disbursement duties as set forth in writing this Agreement in accordance with the terms and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty or resolving such conflicting instructions, claims, or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to actconditions hereof.

Conflicting Demands. Upon receipt of a written demand for the Deposit (a "“Deposit Demand"”) by Seller or Buyer (the "“demanding party"”), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "“non-demanding party"”). Except in connection with the delivery termination of a Due Diligence Termination Notice this Agreement pursuant to Section 2.3 above (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5 Business Days five (5) business days from the date of delivery by Escrow Agent of the Deposit Demand to the non-demanding party ("“Objection Period"”) or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent written objection to the release of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)failed to timely deliver an Approval Notice), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's ’s uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.

Conflicting Demands. Upon receipt of a written demand for the Deposit Escrow Funds (a "“Deposit Demand"”) by Seller Contributor or Buyer the Operating Partnership (the "demanding party"“Demanding Party”), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "non“Non-demanding party"Demanding Party”). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit Escrow Funds for 5 three (3) Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the nonNon-demanding party Demanding Party ("the “Objection Period"”) or until Escrow Agent receives a confirming instruction from the nonNon-demanding partyDemanding Party. In the event the nonNon-demanding party Demanding Party delivers to Escrow Agent written objection to the release of the Deposit Escrow Funds to the demanding party 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 the DepositEscrow Funds), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding partyDemanding Party. In the event of any dispute between that no Objection Notice is received by Escrow Agent within the parties regarding Objection Period, Escrow Agent shall promptly release the release of Escrow Funds to the DepositDemanding Party in accordance with the Deposit Demand. In the event an Objection Notice is received by Escrow Agent within the Objection Period, Escrow Agent, in its good faith business judgment, may disregard all inconsistent instructions received from either party and may either (a1) hold the Deposit Escrow Funds until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller Contributor and Buyerthe Operating Partnership, or Escrow Agent is otherwise instructed by a final final, non-appealable judgment of a court of competent jurisdiction, or (b2) deposit the Deposit (plus any interest or dividends earned thereon) Escrow Funds 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon))hereto, Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than (a) to perform its duties under Sections 4.2 and 4.3 above, and (b) to keep safely the Deposit (plus any interest or dividends earned thereon) Escrow Funds until Escrow Agent shall receive a joint instruction from form both parties clarifying Escrow Agent's ’s uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.

Conflicting Demands. Upon receipt of a written demand for the Deposit (a "Deposit Demand") by Seller or Buyer (the "demanding party"), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "non-demanding party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5 Business Days days from the date of delivery by Escrow Agent of the Deposit Demand to the non-demanding party ("Objection Period") or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent written objection to the release of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)Deposit), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.. [500 Xxxxxxx Xxxxxx] 00 (X) Xxxxxxxxxx Xxxx Xxxxxx Equities, Inc. 1999

Conflicting Demands. Upon receipt of a written demand for the Deposit Escrow Funds (a "Deposit Demand") by Seller the Contributors or Buyer the Operating Partnership (the "demanding partyDemanding Party"), the Escrow Agent shall promptly send a copy of such Deposit Demand to the other party part(ies) (the "nonNon-demanding partyDemanding Party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), The Escrow Agent shall hold the Deposit Escrow Funds for 5 three (3) Business Days from the date of delivery by the Escrow Agent of the Deposit Demand to the nonNon-demanding party Demanding Party (the "Objection Period") or until the Escrow Agent receives a confirming instruction from the nonNon-demanding partyDemanding Party. In the event the nonNon-demanding party Demanding Party delivers to the Escrow Agent written objection to the release of the Deposit Escrow Funds to the demanding party 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 the DepositEscrow Funds), the Escrow Agent shall promptly send a copy of the Objection Notice to the demanding partyDemanding Party. In the event of any dispute between that no Objection Notice is received by the parties regarding Escrow Agent within the Objection Period, the Escrow Agent shall promptly release of the DepositEscrow Funds to the Demanding Party in accordance with the Deposit Demand. In the event an Objection Notice is received by the Escrow Agent within the Objection Period, the Escrow Agent, in its good faith business judgment, may disregard all inconsistent instructions received from either party and may either (a1) hold the Deposit Escrow Funds until the dispute is mutually resolved and the Escrow Agent is advised of such mutual resolution in writing by both Seller the Contributors and Buyerthe Operating Partnership, or the Escrow Agent is otherwise instructed by a final final, non-appealable judgment of a court of competent jurisdiction, or (b2) deposit the Deposit (plus any interest or dividends earned thereon) Escrow Funds with a court of competent jurisdiction by an action of interpleader (whereupon the Escrow Agent shall be released and relieved of any further liability or obligations hereunder from and after the date of such deposit). In the event the Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for hereto, the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties in writing and thereafter the Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than (a) to perform its duties under Sections 3.2 and 3.4 above, and (b) to keep safely the Deposit (plus any interest or dividends earned thereon) Escrow Funds until the Escrow Agent shall receive a joint instruction from form both parties clarifying the Escrow Agent's uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs the Escrow Agent to act.

Conflicting Demands. If conflicting demands are made upon Escrow Agent with respect to the escrow, the parties hereto expressly agree that Escrow Agent shall have the absolute right to do either or both of the following: (i) withhold and stop all proceedings in performance of this escrow 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 court their several claims and rights between themselves. Upon receipt the filing of a written demand for any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit (a "Deposit Demand") by Seller or Buyer (the "demanding party")to thx xxxxx, Escrow Agent shall thereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. Buyer and Seller agree to respond promptly send a copy 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 such Deposit Demand to the other party (the "non-demanding party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) Buyer and/or Seller is requested shall be immediately returned to Buyer), 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 party whose approval is being requested. Escrow Agent shall hold not be required to take any action for which approval of Buyer and/or Seller has been sought unless such approval has been received. No disbursements shall be made, other than as provided in Sections and of the Deposit for 5 Business Days from the date of delivery by foregoing Agreement, or to a court in an interpleader action, unless Escrow Agent shall have given written notice of the Deposit Demand proposed disbursement to the non-demanding party ("Objection Period") or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the release disbursement within 14 days after receipt of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty notice. No notice by Buyer or resolving such conflicting instructions, claims, or demands, or until a final non-appealable judgment Seller to Escrow Agent of disapproval of a court proposed action shall affect the right of competent jurisdiction instructs Escrow Agent to acttake any action as to which such approval is not required.

Conflicting Demands. If conflicting demands are made upon Escrow Agent with respect to the escrow, the parties hereto expressly agree that Escrow Agent shall have the absolute right to do either or both of the following: (i) withhold and stop all proceedings in performance of this escrow 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 court their several claims and rights between themselves. Upon receipt the filing of a written demand for any such declaratory relief or interpleader suit and tender of the Earnest Money Deposit (a "Deposit Demand") by Seller or Buyer (the "demanding party")to thx xxxxt, Escrow Agent shall thereupon be fully released and discharged from any and all obligations to further perform the duties or obligations imposed upon it. Buyer and Seller agree to respond promptly send a copy 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 such Deposit Demand to the other party (the "non-demanding party"). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) Buyer and/or Seller is requested shall be immediately returned to Buyer), 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 party whose approval is being requested. Escrow Agent shall hold not be required to take any action for which approval of Buyer and/or Seller has been sought unless such approval has been received. No disbursements shall be made, other than as provided in Sections 2.2 and 3.1(a) of the Deposit for 5 Business Days from the date of delivery by foregoing Agreement, or to a court in an interpleader action, unless Escrow Agent shall have given written notice of the Deposit Demand proposed disbursement to the non-demanding party ("Objection Period") or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent Buyer and Seller and neither Buyer nor Seller shall have delivered any written objection to the release disbursement within 14 days after receipt of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon)), Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's uncertainty notice. No notice by Buyer or resolving such conflicting instructions, claims, or demands, or until a final non-appealable judgment Seller to Escrow Agent of disapproval of a court proposed action shall affect the right of competent jurisdiction instructs Escrow Agent to acttake any action as to which such approval is not required.

Conflicting Demands. Upon receipt of a written demand for the Deposit (a "“Deposit Demand"”) by Seller or Buyer (the "“demanding party"”), Escrow Agent shall promptly send a copy of such Deposit Demand to the other party (the "“non-demanding party"”). Except in connection with the delivery of a Due Diligence Termination Notice (in which event the Deposit (plus any interest or dividends earned thereon) shall be immediately returned to Buyer), Escrow Agent shall hold the Deposit for 5 Business Days from the date of delivery by Escrow Agent of the Deposit Demand to the non-demanding party ("“Objection Period"”) or until Escrow Agent receives a confirming instruction from the non-demanding party. In the event the non-demanding party delivers to Escrow Agent written objection to the release of the Deposit to 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 the Deposit), Escrow Agent shall promptly send a copy of the Objection Notice to the demanding party. 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 (a) hold the Deposit until the dispute is mutually resolved and Escrow Agent is advised of such mutual resolution in writing by both Seller and Buyer, or Escrow Agent is otherwise instructed by a final non-appealable judgment of a court of competent jurisdiction, or (b) deposit the Deposit (plus any interest or dividends earned thereon) 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 date of such deposit). In the event Escrow Agent shall in good faith be uncertain as to its duties or obligations hereunder or shall receive conflicting instructions, claims or demands from the parties hereto (expressly excluding however a conflicting demand given by Seller after Buyer has delivered a Due Diligence Termination Notice and demand for the Deposit (plus any interest or dividends earned thereon))hereto, Escrow Agent shall promptly notify both parties in writing and thereafter Escrow Agent shall be entitled (but not obligated) to refrain from taking any action other than to keep safely the Deposit (plus any interest or dividends earned thereon) until Escrow Agent shall receive a joint instruction from both parties clarifying Escrow Agent's ’s uncertainty or resolving such conflicting instructions, claims, claims or demands, or until a final non-appealable judgment of a court of competent jurisdiction instructs Escrow Agent to act.