Common use of Resolution of Conflicting Demands Clause in Contracts

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall have the absolute right, at the Escrow Agent's election, to do either or both of the following: (i) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such court requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (ii) give written notice to the Representative(s) and Microfield that it has received conflicting instructions and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions consented to in writing by both Microfield and the respective Representative. In the event an interpleader suit as described in clause (i) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders shall pay the Escrow Agent all costs, expenses and reasonable attorney fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5.2 (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 9).

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent's ’s election, to do either any or both all of the following: (i) resign so a successor Escrow Agent can be appointed pursuant to Section 5(f); (ii) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiiii) give written notice to the Representative(s) and Microfield parties that it has received conflicting instructions from the parties hereto and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions Joint Instructions consented to in writing by both Microfield XxXxxx Turbine and the respective RepresentativeSeller. In the event an interpleader suit as described in clause (iii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders XxXxxx Turbine shall pay the Escrow Agent all costs, expenses and reasonable attorney attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent's ’s rights under this Section 5.2 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 95(g)). The prevailing party shall be entitled to reimbursement from the other party of any fees and expenses of the Escrow Agent in connection with such interpleader.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall have the absolute right, at the Escrow Agent's ’s election, to do either any or both all of the following: (i) resign so a successor can be appointed pursuant to Section 10 of this Agreement; (ii) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiiii) give written notice to the Representative(s) and Microfield other parties that it has received conflicting instructions from Parent and the Stockholder Agent and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions consented to in writing by both Microfield Parent and the respective RepresentativeStockholder Agent. In the event an interpleader suit as described in clause (iii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders Parent shall pay the Escrow Agent all costs, expenses and reasonable attorney attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's ’s rights under this Section 5.2 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 99 of this Agreement). Parent shall be entitled to reimbursement from the Company stockholders of any extraordinary fees and expenses of Escrow Agent in the event Parent prevails in such dispute pursuant to Section 9 of this Agreement.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall have the absolute right, at the Escrow Agent's election, to do either any or both all of the following: (i) resign so a successor can be appointed pursuant to Section 10 of this Agreement; (ii) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiiii) give written notice to the Representative(s) and Microfield other parties that it has received conflicting instructions from Parent and the Shareholder Agent and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions consented to in writing by both Microfield Parent and the respective RepresentativeShareholder Agent. In the event an interpleader suit as described in clause (iii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders Parent shall pay the Escrow Agent all costs, expenses and reasonable attorney attorneys' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5.2 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 99 of this Agreement). Parent shall be entitled to reimbursement from the Company Shareholders of any extraordinary fees and expenses of Escrow Agent in the event Parent prevails in such dispute pursuant to Section 9 of this Agreement.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent's ’s election, to do either any or both all of the following: (i) resign so a successor Escrow Agent can be appointed pursuant to Section 5(f); (ii) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiiii) give written notice to the Representative(s) and Microfield parties that it has received conflicting instructions from the parties hereto and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions Joint Instructions consented to in writing by both Microfield XxXxxx and the respective RepresentativeSeller. In the event an interpleader suit as described in clause (iii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders XxXxxx shall pay the Escrow Agent all costs, expenses and reasonable attorney attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent's ’s rights under this Section 5.2 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 95(g)). The prevailing party shall be entitled to reimbursement from the other party of any fees and expenses of the Escrow Agent in connection with such interpleader.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall have the absolute right, at the Escrow Agent's election, to do either any or both all of the following: (i) resign so a successor can be appointed pursuant to Section 10 of this Agreement; (ii) file a suit in interpleader with a court of competent jurisdiction, deposit the Escrow Shares at issue with the clerk of such court and obtain an order from such a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiiii) give written notice to the Representative(s) and Microfield other parties that it has received conflicting instructions from Parent and the Representative and is refraining from taking action with respect to the subject matter of the conflicting instructions until it receives instructions consented to in writing by both Microfield Parent and the respective Representative. In the event an interpleader suit as described in clause (iii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Microfield and the Shareholders Parent shall pay the Escrow Agent all costs, expenses and reasonable attorney attorneys' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5.2 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 99 of this Agreement). Parent shall be entitled to reimbursement from the Significant Shareholders of any extraordinary fees and expenses of Escrow Agent in the event Parent prevails in such dispute pursuant to Section 9 of this Agreement.