Common use of Disposition Dispute Clause in Contracts

Disposition Dispute. If either the Buyer, a Member or Bxxxxx believes that the Escrow Property should not be released by the Escrow Agent pursuant to a notice given under this Escrow Agreement, then such party shall deliver written notice thereof to the Escrow Agent prior to such release (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon receipt of such notice, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, the Members and Bxxxxx; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, the Members and Bxxxxx, provided that the Buyer, the Members and Bxxxxx release the Escrow Agent from all further liability with respect to the Escrow Property. In the event that any such controversy arises hereunder may take the aforementioned actions and in no event shall the Escrow Agent be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

Disposition Dispute. If either the Buyer, a Member Buyer or Bxxxxx believes any of the Shareholders believe that the Escrow Property should not be released by the Escrow Agent at the Termination Date pursuant to a notice given under this Escrow AgreementAgreement prior to the Termination Date, then such party shall deliver written notice thereof to the Escrow Agent and the other parties to this Agreement prior to such release (a “Dispute Notice”) (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon If a Dispute Notice is delivered in connection with a delivery of any Indemnification Notice, the Indemnified Parties and the Shareholders shall attempt in good faith, for 45 days after receipt of such noticeDispute Notice, to resolve such dispute. If the Indemnified Parties and the Shareholders shall so agree, they shall, within 30 days of such agreement, prepare and sign a joint written instruction, delivered in accordance with Section 6.5 below, to the Escrow Agent, setting forth under the heading “Escrow Agent Release Portion”, the amount of Escrow Share Amount, if any, to be released from the Escrow Account by the Escrow Agent which amounts shall be in proportion to each Shareholder’s Pro Rata Share (in proportions reflecting the total amount of the Escrow Share Amount then held in the Escrow Account on behalf of each Shareholder but no more than such Shareholder’s Pro Rata Share of the amount of the Escrow Agent Release Portion as set forth in the Indemnification Notice). If no such agreement can be reached during the 45-day period of good faith negotiation, then, upon the expiration of such 45-day period or otherwise if the Dispute Notice is delivered in connection with Section 3(a)(i) above, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, Buyer and the Members and BxxxxxShareholders; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, Buyer and the Members and Bxxxxx, Shareholders; provided that the Buyer, Buyer and the Members and Bxxxxx Shareholders release the Escrow Agent from all further liability with respect to the Escrow Property. In each case of subsection (ii) or (iii) above, the Escrow Agent shall be entitled to act in accordance with any decision of such court of competent jurisdiction upon any award rendered pursuant to the provisions of Section 9 of the Share Exchange Agreement. In the event that any such controversy arises hereunder pursuant to which the Escrow Agent may take the aforementioned actions and in no event shall the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

Disposition Dispute. If either the Buyer, a Member Seller or Bxxxxx the Company believes that the Escrow Property should not be released by the Escrow Agent at the Termination Date pursuant to a notice given under this Escrow AgreementAgreement prior to the Termination Date, then such party shall deliver written notice thereof to the Escrow Agent prior to such release (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon receipt of such notice, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, Seller and the Members and BxxxxxCompany; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, Seller and the Members and BxxxxxCompany, provided that the Buyer, Seller and the Members and Bxxxxx Company release the Escrow Agent from all further liability with respect to the Escrow Property. In the event that any such controversy arises hereunder may take the aforementioned actions and in no event shall the Escrow Agent be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

Disposition Dispute. If either the Buyer, an RSUs Holder, a Member Shareholder, or Bxxxxx believes S&W believe that the Escrow Property should not be released by the Escrow Agent at the Termination Date, or pursuant to a notice given under this Escrow AgreementAgreement prior to the Termination Date, then such party shall deliver written notice thereof to the Escrow Agent and the other parties to this Agreement prior to such release (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon receipt of such notice, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, S&W, the Members Shareholders and Bxxxxxthe applicable RSUs Holder; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, the Members Shareholders and Bxxxxx, S&W; provided that the Buyer, the Members and Bxxxxx parties hereof release the Escrow Agent from all further liability with respect to the Escrow Property. In the event that any such controversy arises hereunder pursuant to which the Escrow Agent may take the aforementioned actions and in no event shall the Escrow Agent shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.

Disposition Dispute. If either the Buyer, a Member Seller or Bxxxxx the Company believes that the Escrow Property should not be released by the Escrow Agent pursuant to a notice given under this Escrow Agreement, then such party shall deliver written notice thereof to the Escrow Agent prior to such release (with the failure to timely deliver such notice waiving any right to challenge the release of the Escrow Property). Upon receipt of such notice, the Escrow Agent may take one of the following actions, in its sole and absolute discretion: (i) deposit the Escrow Property with the clerk of a court of competent jurisdiction, provided, that upon the deposit by the Escrow Agent of the Escrow Property with such clerk, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder; (ii) file a suit in interpleader in such court and obtain an order from such court requiring all parties involved to litigate in such court their respective claims arising out of or in connection with the Escrow Property; (iii) continue to hold the Escrow Property until direction to release the Escrow Property by the final, non-appealable judgment of a court of competent jurisdiction or by mutual written agreement of the Buyer, Seller and the Members and BxxxxxCompany; or (iv) deliver the Escrow Property to a successor escrow agent mutually selected by the Buyer, Seller and the Members and BxxxxxCompany, provided that the Buyer, Seller and the Members and Bxxxxx Company release the Escrow Agent from all further liability with respect to the Escrow Property. In the event that any such controversy arises hereunder may take the aforementioned actions and in no event shall the Escrow Agent be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Property.