Disputes and Interpleader. (a) In the event of any dispute between Company and AGCS or any third party claiming beneficiary status under this Agreement, Escrow Agent may submit this matter to any court of competent jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Agent in connection therewith shall be borne by the third party seeking a copy of the Source Material. Without limiting the generality of the foregoing, if Escrow Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any person or entity with respect to the Source Material, that, in the opinion of the management of Escrow Agent is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the ownership or right of possession of the Source Material or any part thereof, Escrow Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to exercise best efforts to keep safely the Source Material until Escrow Agent shall be directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction that is then finally affirmed on appeal or that by the lapse of time or otherwise is no longer subject to appeal, but Escrow Agent shall be under no duty to institute or defend any such proceeding.
Appears in 4 contracts
Samples: Joint Development and Distribution Agreement (Paradyne Networks Inc), Joint Development and Distribution Agreement (Paradyne Networks Inc), Joint Development and Distribution Agreement (Paradyne Networks Inc)
Disputes and Interpleader. (a) 8.1 In the event of any dispute between Company the Joint Venturers and AGCS Alya or any third party claiming beneficiary status under this Agreement, Escrow Security Agent may submit this matter to any court of competent jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Security Agent in connection therewith shall be borne by the third party seeking a copy of the Source MaterialSoftware deposited with Security Agent. Without limiting the generality of the foregoing, if Escrow Security Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any person or entity with respect to the Source MaterialSoftware, that, that in the opinion of the management of Escrow Agent Security Agent, in its sole discretion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the ownership or right of possession of the Source Material Software or any part thereof, Escrow Security Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to exercise best efforts to keep safely safe the Source Material Software until Escrow Security Agent shall be directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction that is then finally affirmed on appeal or that by the lapse of time or otherwise is no longer subject to appeal, ; but Escrow Security Agent shall be under no duty to institute or defend any such proceeding.
Appears in 2 contracts
Samples: Application Software Purchase Agreement (Alya International Inc), Application Software Purchase Agreement (Alya International Inc)
Disputes and Interpleader. (a) In the event of any dispute between Company VTS and AGCS ALYA or any third party claiming beneficiary status under this Agreement, Escrow Security Agent may submit this matter to any court of competent jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Security Agent in connection therewith shall be borne by the third party seeking a copy of the Source MaterialShares deposited with Security Agent. Without limiting the generality of the foregoing, if Escrow Security Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any person or entity with respect to the Source MaterialShares, that, that in the opinion of the management of Escrow Agent Security Agent, in its sole discretion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the ownership or right of possession of the Source Material Shares or any part thereof, Escrow Security Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to exercise best efforts to keep safely the Source Material Shares until Escrow Security Agent shall be directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction that is then finally affirmed on appeal or that by the lapse of time or otherwise is no longer subject to appeal, ; but Escrow Security Agent shall be under no duty to institute or defend any such proceeding.
Appears in 1 contract
Samples: Application Software Purchase Agreement (Alya International Inc)
Disputes and Interpleader. (a) In the event of any dispute between Company [PURCHASER 5] and AGCS ALYA or any third party claiming beneficiary status under this Agreement, Escrow Security Agent may submit this matter to any court of competent jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Security Agent in connection therewith shall be borne by the third party seeking a copy of the Source MaterialShares deposited with Security Agent. Without limiting the generality of the foregoing, if Escrow Security Agent shall be uncertain as to its duties or rights hereunder, shall receive any notice, advice, schedule, report, certificate, direction or other document from any person or entity with respect to the Source MaterialShares, that, that in the opinion of the management of Escrow Agent Security Agent, in its sole discretion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the ownership or right of possession of the Source Material Shares or any part thereof, Escrow Security Agent shall be entitled, without liability to anyone, to refrain from taking any action other than to exercise best efforts to keep safely the Source Material Shares until Escrow Security Agent shall be directed otherwise in writing by an order, decree, or judgment of a court of competent jurisdiction that is then finally affirmed on appeal or that by the lapse of time or otherwise is no longer subject to appeal, ; but Escrow Security Agent shall be under no duty to institute or defend any such proceeding.
Appears in 1 contract
Samples: Application Software Purchase Agreement (Alya International Inc)