Conflicting Instructions and Disputes Sample Clauses

Conflicting Instructions and Disputes. The Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the provisions of this Agreement. No notice, demand or change of instructions shall be of any effect in the Escrow unless given in writing by Seller and Buyer and the other party is provided with a copy thereof. In the event a demand for the Initial Deposit and/or any other amounts in the Escrow is made which is not concurred with by Seller and Buyer (which concurrence shall be deemed provided unless the non-demanding Party objects within five (5) Business Days of such non-demanding Party's receipt of such demand in writing), Escrow Agent, regardless of who made demand therefor, may elect to file a suit in interpleader and obtain an order from the court allowing Escrow Agent to deposit all funds and documents in court and have no further liability with respect thereto. If an action is brought involving the Escrow and/or Escrow Agent, Seller and Buyer agree to indemnify and hold Escrow Agent harmless against liabilities, damages and costs incurred by Escrow Agent (including reasonable attorney's fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence, gross negligence or willful misconduct of Escrow Agent.