Common use of Conflicting Instructions Clause in Contracts

Conflicting Instructions. If a bona fide controversy arises between the Parties concerning the release of the Cash Consideration, the Escrow Agent may submit such controversy for resolution by joint written instructions of the parties or by order of a court of competent jurisdiction. If a suit is commenced against the Escrow Agent, it may answer by way of interpleader and name JNE and Purchaser as additional parties to such action, and the Escrow Agent may tender the Cash Consideration into such court for determination of the respective rights, titles and interests of the Parties. Upon such tender, the Escrow Agent shall be entitled to receive from the Parties its reasonable attorneys' fees and expenses incurred in connection with said interpleader action or in any related action or suit. As between JNE and Purchaser, such fees, expenses and other sums shall be paid by the party which fails to prevail in the proceedings brought to determine the appropriate distribution of the Cash Consideration. If and when the Escrow Agent shall so interplead such Parties, or either of them, and deliver the Cash Consideration to the clerk of such court, all of its duties hereunder shall cease, and it shall have no further obligation in this regard. Nothing herein shall prejudice any right or remedy of the Escrow Agent.