Common use of Right of Interpleader Clause in Contracts

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, or any part thereof, or the right of any party or other person to receive the Escrow Fund, or should such parties fail to designate another Escrow Agent as provided in Section 17 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one handBancshares and Bayshore, and the Stockholders' Representative, on the otherBank, or any other person, firm or entity, with respect to this Escrow Agreement, the Escrow FundXxxxxxx Money, or any part thereof, or the right of any party or other person to receive the Escrow FundXxxxxxx Money, or should such parties Bancshares and Bank fail to designate another Escrow Agent as provided in Section 17 9 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund Xxxxxxx Money until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleaderinterpleader shall not, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Xxxxxxx Money as hereinabove set forth, forth other than to tender the Escrow Fund Xxxxxxx Money into the registry of such court). Should If a xxxx of interpleader be is instituted, or should if the Escrow Agent be is threatened with litigation or become becomes involved in litigation in any manner whatsoever on account of this Escrow Agreement or the Escrow FundXxxxxxx Money, then as between themselves and the Escrow Agent, Buyer Bancshares and the StockholdersBank, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' attorney's fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, Buyer and the Stockholders' Representative, on the otherShareholders, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, or any part thereof, or the right of any party or other person to receive the Escrow Fund, or any part thereof, or should such parties fail to designate another Escrow Agent as provided in Section Sections 16 and 17 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to to: (ia) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, ; or (iib) institute a xxxx of interpleader in any court of competent jurisdiction in Tampa, Florida to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the StockholdersShareholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer (on the one hand) and the Stockholders Shareholders (on the other hand) agree that each shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, or any part thereof, or the right of any party or other person to receive the Escrow Fund, or should such parties fail to designate another Escrow Agent as provided in Section 17 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-one- half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any of them or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, Agreement or the right of any party or other person to receive the Escrow FundFunds, or should such parties a substitute escrow agent fail to designate another Escrow Agent be designated as provided in Section 17 16 hereof, or if the Escrow Agent should be in have reasonable doubt as to what action to take, the Escrow Agent shall have the right (right, but not the obligation) , to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, or (ii) institute a xxxx of petition for interpleader in any a court of competent jurisdiction to determine the rights of the parties hereto (the right of and pay into such court all Funds held by the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court)for holding and disbursement. Should a xxxx of petition for interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this Escrow Agreement or the Escrow FundFunds, then as between themselves the Company and the Escrow Agent, Buyer and the Stockholders, RGHI hereby jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns severally agree to pay reimburse the Escrow Agent for its reasonable and documented attorneys' fees and any and all other disbursements, reasonable and documented out-of-pocket expenses, losses, costs and damages of incurred by the Escrow Agent in connection with or resulting from such threatened or actual litigationlitigation prior to any disbursement hereunder (other than any such threatened or actual litigation that results from a breach by the Escrow Agent of this Escrow Agreement or the gross negligence, willful misconduct or fraud of the Escrow Agent). Notwithstanding Without limiting the foregoingjoint and several nature of their obligations pursuant to the preceding sentence, as between themselvesthemselves with respect to their obligations pursuant to the preceding sentence, Buyer the Company and the Stockholders RGHI agree that they shall each pay share one-half of all amounts payable to the fees and expenses of the Escrow Agent pursuant to this paragraphAgent.

Right of Interpleader. Should any controversy arise between BuyerMonroe, --------------------- on --------------------- one hand, and the Stockholders' Stockholder Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, Fund or any part thereof, or the right of any party or other person to receive the Escrow Fund, Fund or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.4 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Cash Escrow FundFund or the Escrowed Shares, then as between themselves and the Escrow Agent, Buyer Monroe and the Xxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer Monroe and the Xxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSection 7.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, Escrow Agreement or the Escrow Fund, or any part thereofDeposit, or the right of any party or other person to receive the Escrow FundDeposit, or should such parties fail to designate another Escrow Agent as provided in Section 17 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to either (i) withhold delivery of the Escrow Fund Deposit until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn or its the Escrow Agent's doubt is resolved as provided evidenced by a joint written agreement of the parties to the controversy or by a final and nonappealable order of a court of competent jurisdiction, each in accordance with the provisions of Section 5 hereof2.2, if applicable, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleaderinterpleader shall not, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Deposit, as hereinabove set forthforth above, other than to tender the Escrow Fund Deposit into the registry of such court or as otherwise directed by such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Escrow Agreement or the Deposit, except as a result of the Escrow FundAgent's own gross negligence or willful misconduct, then then, as between themselves and the Escrow Agent, Buyer and the Stockholdersparties hereto, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other reasonable costs, disbursements, expenses, losses, costs losses and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, Buyer and the Stockholders' Shareholder Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow FundShares, or any part thereof, or the right of any party or other person to receive the Escrow FundShares, or any part thereof, or should such parties fail to designate another Escrow Agent as provided in Section 17 Sections 15 and 16 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to to: (ia) withhold delivery of the Escrow Fund Shares until the controversy is resolved as provided in Section 5 4 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 4 hereof, ; or (iib) institute a xxxx of interpleader in any court of competent jurisdiction in Tampa, Florida to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Shares as hereinabove set forth, other than to tender the Escrow Fund Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow FundShares, then as between themselves and the Escrow Agent, Buyer and the StockholdersShareholder Representative, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer (on the one hand) and the Stockholders Shareholder Representative (on the other hand) agree that each shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares, or any part thereof, or the right of any party or other person to receive the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares, or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.3 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares as hereinabove set forth, other than to tender the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Xxxxxxx Escrow Fund, the General Escrow Fund and the Escrowed Shares, then as between themselves and the Escrow Agent, Buyer and the Xxxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Xxxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSection 7.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any of them or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, Agreement or the right of any party or other person to receive the Escrow FundStock Purchase and Redemption Agreement, or should such parties a substitute escrow agent fail to designate another Escrow Agent be designated as provided in Section 17 14 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund cash, or the taking of any other action hereunder until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn or its doubt is resolved as provided resolved, in Section 5 hereofany event to the satisfaction of the Escrow Agent, and the Escrow Agent shall not in any event be or become liable for its refusal or failure to act during such period and/or (iib) institute a xxxx of petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (hereto. In the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which event the Escrow Agent is entitled a party to make disbursements any dispute, the Escrow Agent shall have the additional right to refer such controversy to binding arbitration by giving written notice to the Purchaser and the Sellers (the “Arbitration Notice”) that the issue shall be determined by binding arbitration pursuant to the rules and procedures of the Escrow Fund as hereinabove set forthAmerican Arbitration Association, other than to tender the Escrow Fund into the registry of such court)which rules and procedures are hereby incorporated by reference for this purpose. Should a xxxx of petition for interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this Agreement or the Escrow FundDeposit, then as between themselves the Purchaser and the Escrow Agent, Buyer and the Stockholders, jointly and severally, Sellers each hereby bind and obligate themselves, their successors, heirs, executors and assigns agree to pay reimburse the Escrow Agent for its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of incurred by the Escrow Agent in connection with or resulting from such threatened or actual litigationlitigation or arbitration prior to any disbursement hereunder. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph10.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, involving Depositor or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, or the right of any party or other person to receive amounts from the Escrowed Funds, should Escrow FundAgent become subject to conflicting demands, or should such parties Depositor fail to designate another Escrow Agent escrow agent as provided in Section 17 15 hereof, or if the should Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund Escrowed Funds until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn withdrawn, or its doubt is resolved as provided in Section 5 hereofresolved, or (iib) institute a xxxx bill of interpleader in any a district court of competent jurisdiction Harris County, Texas, to determine dxxxxmine the rights of the parties hereto (the right hereto. Txx xxxht of the Escrow Agent to institute such xxxx a bill of interpleaderinterpleader shall not, however, shall not be deemed to modify the manner in mannex xx which the Escrow Agent is entitled to make disbursements of from the Escrow Fund as hereinabove set forth, forth other than to tender the Escrow Fund into the registry of such court). Should a xxxx bill of interpleader be instituted, or should the Escrow Agent be threatened with threatenxx xith litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then then, as between themselves itself and the Escrow Agent, Buyer Depositor hereby binds itself, its successors and the Stockholdersassigns, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the to Escrow Agent prior to any disbursements hereunder its reasonable attorneys' attorney's fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding ; provided that Depositor shall be entitled to reimbursement from the foregoing, as between themselves, Buyer and the Stockholders shall each pay Escrow Fund of one-half (1/2) of all amounts payable to the Escrow Agent pursuant to this paragraphsuch amounts.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares, or any part thereof, or the right of any party or other person to receive the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares, or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.3 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares as hereinabove set forth, other than to tender the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Xxxxxxx Escrow Fund, the State Escrow Fund, the General Escrow Fund and the Escrowed Shares, then as between themselves and the Escrow Agent, Buyer and the Xxxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Xxxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSection 7.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, Fund or any part thereof, or the right of any party or other person to receive the Escrow Fund, Fund or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.4 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the Xxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Xxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSection 7.

Right of Interpleader. Should Subject to Section 22 hereof and without waiving the same, should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any of them or any other person, firm or entity, with respect to this Agreement, the Escrow Fundentity and such controversy results in claims and demands having been made by them, or any of them in connection with or for any part thereof, or the right of any party or other person to receive the Escrow Fund, or should such parties a substitute escrow agent fail to designate another Escrow Agent be designated as provided in Section 17 18 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall will have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, or the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, (but no more than 180 days after Escrow Agent receives notice of the conflict) or (iib) institute a xxxx of petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto (agree that to the right of extent such controversy is between the Escrow Agent Purchaser and Sellers, such controversy will be resolved in accordance with Section 22 and the parties hereto will take such actions as may be necessary to institute such xxxx of interpleader, however, shall not be deemed to modify cause the manner court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is entitled a party to make disbursements of any dispute, Escrow Agent will have the Escrow Fund as hereinabove set forth, other than additional right to tender the Escrow Fund into the registry of refer such court)controversy to binding arbitration. Should a xxxx of petition for interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this 50 Escrow Agreement or the Escrow Fund, then as between themselves Purchasers and the Escrow Agent, Buyer and the Stockholders, Sellers hereby jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns severally agree to pay the reimburse Escrow Agent for its reasonable attorneys' attorney's fees and any and all other disbursements, reasonable expenses, losses, costs and damages of the incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable litigation or arbitration except to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligence. Escrow Agent pursuant is hereby given a lien upon, and security interest in, any portion of the Escrow Fund in Escrow Agent's actual or constructive possession, and all investment and reinvestment of the Escrow Fund, to secure Escrow Agent's rights to payment or reimbursement (or both) under this paragraphEscrow Agreement.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, Buyer and the Stockholders' Representative, on the otherSeller, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, or any part thereof, or the right of any party or other person to receive the Escrow Fund, or any part thereof, or should such parties fail to designate another Escrow Agent as provided in Section Sections 17 and 18 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to to: (ia) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, ; or (iib) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the StockholdersSeller, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders Seller agree that each shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any of them or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, Agreement or the right of any party or other person to receive the Escrow FundAsset Purchase Agreement, or should such parties a substitute escrow agent fail to designate another Escrow Agent be designated as provided in Section 17 14 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund cash, or the taking of any other action hereunder until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn or its doubt is resolved as provided resolved, in Section 5 hereofany event to the satisfaction of the Escrow Agent, and the Escrow Agent shall not in any event be or become liable for its refusal or failure to act during such period and/or (iib) institute a xxxx of petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (hereto. In the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which event the Escrow Agent is entitled a party to make disbursements any dispute, the Escrow Agent shall have the additional right to refer such controversy to binding arbitration by giving written notice to the Purchaser and the Seller (the “Arbitration Notice”) that the issue shall be determined by binding arbitration pursuant to the rules and procedures of the Escrow Fund as hereinabove set forthAmerican Arbitration Association, other than to tender the Escrow Fund into the registry of such court)which rules and procedures are hereby incorporated by reference for this purpose. Should a xxxx of petition for interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this Agreement or the Escrow FundDeposit, then as between themselves the Purchaser and the Escrow Agent, Buyer and the Stockholders, jointly and severally, Seller each hereby bind and obligate themselves, their successors, heirs, executors and assigns agree to pay reimburse the Escrow Agent for its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of incurred by the Escrow Agent in connection with or resulting from such threatened or actual litigationlitigation or arbitration prior to any disbursement hereunder. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph10.

Right of Interpleader. Should any controversy arise between BuyerXxxxxxxx, on --------------------- one hand, and the Stockholders' Representative, the Investors, Greenfield and/or any Holders, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow FundShares, or any part thereof, or the right of any party or other person to receive the Escrow FundShares, or should such parties fail to designate another Escrow Agent as provided in Section 17 15 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund Shares until the controversy is resolved as provided in Section 5 4 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 4 hereof, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Shares as hereinabove set forth, other than to tender the Escrow Fund Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow FundShares, then as between themselves and the Escrow Agent, Buyer Xxxxxxxx, the Investors and the StockholdersGreenfield, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' ’ fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer Xxxxxxxx, on the one hand, and the Stockholders Investors and Greenfield, on the other hand, shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.

Right of Interpleader. Should any controversy arise between BuyerMonroe, --------------------- on --------------------- one hand, and the Stockholders' Stockholder Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow FundEscrowed Shares, or any part thereof, or the right of any party or other person to receive the Escrow FundEscrowed Shares, or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund Escrowed Shares until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.3 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Escrowed Shares as hereinabove set forth, other than to tender the Escrow Fund Escrowed Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow FundEscrowed Shares, then as between themselves and the Escrow Agent, Buyer Monroe and the Xxxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer Monroe and the Xxxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSection 7.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and the Stockholders' Representative, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow Fund, Fund or any part thereof, or the right of any party or other person to receive the Escrow Fund, Fund or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.4 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow Fund, then as between themselves and the Escrow Agent, Buyer and the Xxxxxx Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Xxxxxx Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraphSectio 7.

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, Agreement or the right of any party or other person to receive the Escrow FundDeposit, or should such parties a substitute Escrow Holder fail to designate another Escrow Agent be designated as provided in Section 17 8 hereof, or if the Escrow Agent Holder should be in doubt as to what action to take, the Escrow Agent Holder shall have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund Deposit until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn withdrawn, or its doubt is resolved as provided in Section 5 hereofresolved, or (iib) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the hereto. The right of the Escrow Agent Holder to institute such a xxxx of interpleaderinterpleader shall not, however, shall not be deemed to modify the manner in which the Escrow Agent Holder is entitled to make direct disbursements of the Escrow Fund Deposit as hereinabove herein set forth, forth other than to tender the Escrow Fund Deposit into the registry of such court). In the event Escrow Holder is a party to any dispute, Escrow Holder shall have the additional right to refer such controversy to binding arbitration. Should a xxxx of interpleader be instituted, or should the Escrow Agent Holder be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this Agreement or the Escrow FundDeposit, then as between themselves and the Escrow Agentthen, Buyer and the Stockholders, jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns Party A agrees to pay Escrow Holder from the Escrow Agent Deposit its reasonable attorneys' attorney's fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent Holder in connection with or resulting from such threatened or actual litigationlitigation or arbitration prior to any disbursement hereunder. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.[NUOINTL\AGR:CAK.EXC]

Right of Interpleader. Should any controversy arise between Buyer, on --------------------- one hand, and involving the Stockholders' Representative, on the other, parties hereto or any of them or any other person, firm or entity, entity with respect to this Agreement, the Escrow Fund, or any part thereof, Agreement or the right of any party or other person to receive the Escrow FundEscrowed Property, or should such parties a substitute escrow agent fail to designate another Escrow Agent be designated as provided in Section 17 SECTION 16 hereof, or if the Escrow Agent should be in have reasonable doubt as to what action to taketake with respect to the continuation of the Escrow Account or any disbursements hereunder, the Escrow Agent shall have the right (right, but not the obligation) , either to (ia) withhold delivery of the Escrow Fund Escrowed Property until the controversy is resolved as provided in Section 5 hereofresolved, the conflicting demands are withdrawn or its reasonable doubt is resolved as provided or (b) institute a petition for interpleader in Section 5 hereof(i) the Bankruptcy Court, if the Bankruptcy Cases remain open, or (ii) institute a xxxx of interpleader in any court of competent jurisdiction jurisdiction, if the Bankruptcy Cases have been closed, to determine the rights of the parties hereto (the right of and pay into such court all applicable funds held by the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund as hereinabove set forth, other than to tender the Escrow Fund into the registry of such court)for holding and disbursement. Should a xxxx of petition for interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever on account of in connection with this Escrow Agreement or the Escrow FundEscrowed Property, then as between themselves Seller and the Escrow Agent, Buyer and the Stockholders, Purchaser hereby jointly and severally, hereby bind and obligate themselves, their successors, heirs, executors and assigns severally agree to pay reimburse the Escrow Agent for its reasonable and documented attorneys' fees and any and all other disbursements, reasonable and documented out-of-pocket expenses, losses, costs and damages of incurred by the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable litigation prior to any disbursement hereunder (other than any such threatened or actual litigation that results from a material breach by the Escrow Agent pursuant to of this paragraphEscrow Agreement or the gross negligence, willful misconduct or fraud of the Escrow Agent).

Right of Interpleader. Should any controversy arise between BuyerMac-Gray, --------------------- on --------------------- one hand, and the Stockholders' RepresentativeStockholder Representative and/or GECC, on the other, or any other person, firm or entity, with respect to this Agreement, the Escrow FundEscrowed Shares, or any part thereof, or the right of any party or other person to receive the Escrow FundEscrowed Shares, or should such parties fail to designate another Escrow Agent as provided in Section 17 12 hereof, or if the Escrow Agent should be in doubt as to what action to take, the Escrow Agent shall have the right (but not the obligation) to (i) withhold delivery of the Escrow Fund Escrowed Shares until the controversy is resolved as provided in Section 5 hereof, the conflicting demands are withdrawn or its doubt is resolved as provided in Section 5 hereof, 3.3 hereof or (ii) institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the parties hereto (the right of the Escrow Agent to institute such xxxx of interpleader, however, shall not be deemed to modify the manner in which the Escrow Agent is entitled to make disbursements of the Escrow Fund Escrowed Shares as hereinabove set forth, other than to tender the Escrow Fund Escrowed Shares into the registry of such court). Should a xxxx of interpleader be instituted, or should the Escrow Agent be threatened with litigation or become involved in litigation in any manner whatsoever on account of this Agreement or the Escrow FundEscrowed Shares, then as between themselves itself and the Escrow Agent, Buyer Mac-Gray hereby binds and the Stockholdersobligates itself, jointly and severally, hereby bind and obligate themselves, their its successors, heirs, executors and assigns to pay the Escrow Agent its reasonable attorneys' fees and any and all other disbursements, expenses, losses, costs and damages of the Escrow Agent in connection with or resulting from such threatened or actual litigation. Notwithstanding the foregoing, as between themselves, Buyer and the Stockholders shall each pay one-half of all amounts payable to the Escrow Agent pursuant to this paragraph.