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 not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent’s election, to do any or 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 and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the parties that it has received conflicting instructions from the parties hereto and is refraining from taking action until it receives Joint Instructions consented to in writing by both XxXxxx Turbine and Seller. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 5(b) (such costs, fees and expenses shall be treated as fees and expenses for the purposes of Section 5(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 not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent’s 's election, to do any either or all both 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 a such 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 parties Representative(s) and Microfield 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 Joint Instructions instructions consented to in writing by both XxXxxx Turbine Microfield and Sellerthe 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 XxXxxx Turbine Microfield and the Shareholders shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ attorney fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 5(b) 5.2 (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 5(g9)). 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 not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent’s election, to do any or all of the following: (i) resign so a successor Escrow Agent can be appointed pursuant to Section 5(f)10 of this Agreement; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the other parties that it has received conflicting instructions from Parent and the parties hereto Stockholder Agent and is refraining from taking action until it receives Joint Instructions instructions consented to in writing by both XxXxxx Turbine Parent and Sellerthe Stockholder Agent. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine Parent shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 5(g)9 of this Agreement). The prevailing party Parent shall be entitled to reimbursement from the other party Company stockholders of any extraordinary fees and expenses of the Escrow Agent in connection with the event Parent prevails in such interpleaderdispute 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 AccountFund, the Escrow Agent shall not release any of the Escrow Funds, but shall have the absolute right, at the Escrow Agent’s election, to do any or all of the following: (i) resign so a successor Escrow Agent escrow agent can be appointed pursuant to Section 5(f)6 hereof; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the parties Purchaser and Seller that it has received conflicting instructions from the parties hereto and is refraining from taking action until it receives Joint Instructions instructions consented to in writing by both XxXxxx Turbine Purchaser and Seller. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine shall pay the Escrow Agent one-half of all out-of-pocket costs, all expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 5(b) (such costs4(b), fees and expenses shall be treated as fees paid by Purchaser and expenses for the purposes of Section 5(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 interpleaderSeller.

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 any or all of the following: (i) resign so a successor Escrow Agent can be appointed pursuant to Section 5(f)10 of this Agreement; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the other parties that it has received conflicting instructions from Parent and the parties hereto Representative and is refraining from taking action until it receives Joint Instructions instructions consented to in writing by both XxXxxx Turbine Parent and Sellerthe Representative. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine Parent shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 5(g)9 of this Agreement). The prevailing party Parent shall be entitled to reimbursement from the other party Significant Shareholders of any extraordinary fees and expenses of the Escrow Agent in connection with the event Parent prevails in such interpleaderdispute 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 any or all of the following: (i) resign so a successor Escrow Agent can be appointed pursuant to Section 5(f)10 of this Agreement; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the other parties that it has received conflicting instructions from Parent and the parties hereto Shareholder Agent and is refraining from taking action until it receives Joint Instructions instructions consented to in writing by both XxXxxx Turbine Parent and Sellerthe Shareholder Agent. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine Parent shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 5(b) (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of Section 5(g)9 of this Agreement). The prevailing party Parent shall be entitled to reimbursement from the other party Company Shareholders of any extraordinary fees and expenses of the Escrow Agent in connection with the event Parent prevails in such interpleaderdispute 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 election, to do any or 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 and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to the parties that it has received conflicting instructions from the parties hereto and is refraining from taking action until it receives Joint Instructions consented to in writing by both XxXxxx Turbine and Seller. In the event an interpleader suit as described in clause (ii) 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 XxXxxx Turbine shall pay the Escrow Agent all costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 5(b) (such costs, fees and expenses shall be treated as fees and expenses for the purposes of Section 5(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.