Conflicting Notification Sample Clauses

Conflicting Notification. In the event of conflicting instructions from the Purchaser and Xxx. Xxxxxxx Xxxxx or Xx. Xxx Xxxxx on behalf of the Sellers, the Escrow Agent shall, in its sole and absolute discretion: (i) continue to hold the Escrow Amount, or the portion thereof, which is the subject of such conflicting instructions until (x) it shall receive a copy of a final and non-appealable court order from a court of competent jurisdiction (in form and substance satisfactory to the Escrow Agent) or (y) written instructions executed by the Purchaser and Xxx. Xxxxxxx Xxxxx or Xx. Xxx Xxxxx on behalf of the Sellers (which instructions may be executed in counterparts) directing it to deliver the Escrow Amount, or the disputed portion thereof, in accordance with the terms of such court order or written instructions, as the case may be, in which event the Escrow Agent shall deliver such Escrow Amount, or the disputed portion thereof, in accordance therewith, or (ii) at any time after the five (5) day period following the Escrow Agent's receipt of such conflicting instructions, deliver the Escrow Amount into the control of a court of competent jurisdiction, in which event the Escrow Agent shall have no further obligations or responsibilities with respect thereto. Notwithstanding the foregoing, the Escrow Agent shall deliver the Escrow Amount, or a portion thereof, in accordance with the terms of any written instructions executed by the Purchaser and Xxx. Xxxxxxx Xxxxx or Xx. Xxx Xxxxx on behalf of the Sellers (which instructions may be executed in counterparts) to the extent that such instructions are received by the Escrow Agent prior to its delivery of the Escrow Amount to a court of competent jurisdiction in accordance with clause (ii) above. Any written instructions delivered to the Escrow Agent by either the Purchaser or Xxx. Xxxxxxx Xxxxx or Xx. Xxx Beran on behalf of the Sellers, as the case may be, shall be delivered contemporaneously by such delivering party to the other parties hereto.
Sample 1
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Conflicting Notification. In the event of conflicting instructions from a duly authorized officer of Quinxxx xxx {Confidential portion omitted and filed separately with the Commission}, the Escrow Agent shall, in its sole and absolute discretion: (i) continue to hold the portion of the Escrow Deposit which is the subject of such conflicting instructions until it shall receive a copy of a final and unappealable court order from a court of competent jurisdiction (in form and substance satisfactory to the Escrow Agent), directing it to deliver such portion of the Escrow Deposit in accordance with the terms of such court order, in which event the Escrow Agent shall deliver such portion of the Escrow Deposit in accordance therewith, or (ii) at any time after receipt of such conflicting instructions, deliver such portion of the Escrow Deposit into the control of a court of competent jurisdiction in New York County or in a federal court sitting in New York County, in which event the Escrow Agent shall have no further obligations or responsibilities with respect thereto.
Sample 1

Related to Conflicting Notification

  • Conflicting Instructions A person or entity is deemed to be a holder of Registrable Securities whenever such person or entity owns of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registrable Securities, the Company will act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

  • Conflicting Requests If the Indenture Trustee receives conflicting requests under Section 5.8(a)(ii) from two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee will take the action requested by the Noteholders representing the greatest percentage of the Note Balance, notwithstanding any other provision of this Indenture.

  • Conflicting Demands If conflicting or adverse claims or demands are made or notices served upon the Escrow Agent with respect to the escrow provided for herein, the Company and the Purchasers agree that the Escrow Agent shall refuse to comply with any such claim or demand and withhold and stop all further performance of this escrow so long as such disagreement shall continue. In so doing, the Escrow Agent shall not be or become liable for damages, losses, costs, expenses or interest to any or any other person for its failure to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until such conflicting claims or demands shall have been finally determined by a court or arbitrator of competent jurisdiction or shall have been settled by agreement of the parties to such controversy, in which case the Escrow Agent shall be notified thereof in a notice signed by such parties. The Escrow Agent may also 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 held hereunder pursuant to this Escrow Agreement; and if it so commences and deposits, the Escrow Agent shall be relieved and discharged from any further duties and obligations under this Escrow Agreement.

  • Conflicting Agreements The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of his obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

  • Conflicting Instruments Neither the execution and delivery of this Agreement nor the performance by such Stockholder of its agreements and obligations hereunder will result in any breach or violation of, or be in conflict with or constitute a default under, any term of any agreement, judgment, injunction, order, decree, federal law or regulation to which such Stockholder is a party or by which such Stockholder (or any of its assets) is bound.

  • Conflicting Obligations Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement.

  • Conflicting Orders or Instructions If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person.

  • Conflicting Provisions This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

  • Conflicting Claims If conflicting claims or demands are made or asserted with respect to any interest of any Holder in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Exchangeable Shares resulting in conflicting claims or demands being made in connection with such interest, then the Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

  • Conflicting Laws and Contracts Neither the execution and delivery by Debtor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Debtor or Debtor’s Constituent Documents, the provisions of any indenture, instrument or agreement to which Debtor is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, instrument or agreement (other than any Lien of Secured Party).

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