Common use of Conflicting Instructions; Adverse Claims Clause in Contracts

Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof), or adverse claims or demands by any Legal Entity and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee or the GE Collateral Agent as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof3.02), or adverse claims or demands by any Legal Entity and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Sidecar Financed Vehicles, the GE Collateral Sidecar Administrative Agent, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee or the GE Collateral Sidecar Administrative Agent as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof), or adverse claims or demands by any Legal Entity and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral AgentTrustee, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee or the GE Collateral Agent as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof3.02), or adverse claims or demands by any Legal Entity and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee or the GE Collateral Agent as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity the Exchangor and the QI resulting in conflicting instructions to (including including, without limitation, the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 3.1 hereof), or adverse claims or demands by any Legal Entity the Exchangor and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal EntityExchangor, the QI and, in the case of a disagreement involving HVFQI, the Master Collateral Agent and the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent, along with such partythe Escrow Agent’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity the Exchangor and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal EntityExchangor, the QI and, if requiredQI, the Trustee or the GE Master Collateral Agent and the Trustee as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity Exchangor directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity Exchangor are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above above, the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.