Common use of Right of Interpleader Clause in Contracts

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, or any of them in connection with or for any part of the Escrow Fund, or should a substitute escrow agent fail to be designated as provided in Section 15 hereof, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund until the controversy is resolved or the conflicting demands are withdrawn or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Escrow Fund, Buyer and Seller hereby jointly and severally agree to reimburse Escrow Agent for its reasonable attorney's fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligence.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other personPerson with respect to this Agreement or the Securities Holders’ Indemnity Fund, firm the Net Working Capital Adjustment Fund or entity and such controversy results in claims and demands having made by them, or any of them in connection with or for any part of the Escrow Reimbursement Fund, or if the Escrow Agent should a substitute escrow agent fail have reasonable doubt as to be designated as provided in Section 15 hereofwhat action to take, the Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund, as the case may be, until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitrationparties. Should a 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 in connection with this Escrow Agreement Agreement, the Securities Holders’ Indemnity Fund or the Escrow Net Working Capital Adjustment Fund, Buyer Netsmart and Seller the Securities Holders, or in connection with the Reimbursement Fund, the Securities Holders, hereby jointly and severally agree to reimburse the Escrow Agent for its reasonable attorney's attorneys’ fees and any and all other reasonable expenses, losses, costs and damages incurred by the Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Escrow Agreement or any of them in connection with or for any part of the Escrow FundDeposit, or should a substitute escrow agent fail to be designated as provided in Section 15 16 hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Deposit until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved, or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Deposit, then, as between (a) the other parties hereto on the one hand and (b) Escrow FundAgent on the other, Buyer and Seller such other parties hereby jointly and severally agree to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out any disbursement hereunder. The parties agree that upon any interpleader of the Arkansas Deposit or the Litigation Deposit, or any portion thereof, such assets shall remain subject to this Escrow Agent's willful misconductAgreement, bad faith or gross negligencemutatis mutandis, notwithstanding the fact that the Escrow Agent is no longer in possession of them.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Agreement or any of them in connection with or for any part of the Escrow FundDeposit, or should a substitute escrow agent fail to be designated as provided in Section 15 18 hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Deposit or the taking of any other action hereunder until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved, in any event to the satisfaction of Escrow Agent, and Escrow Agent shall not in any event be or become liable for its refusal or failure to act during such period and/or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Escrow FundDeposit, Buyer and Seller the Entity hereby jointly and severally agree agrees to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder. 12.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto Parties or any of them or any other person, firm or entity and such controversy results in claims and demands having made by themwith respect to this Agreement, the Deposit or any of them in connection with or for any part of the Escrow Fundan Objection Notice, or should a substitute escrow agent fail to be designated as provided in Section 15 18 hereof, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Deposit until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's awardParties. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitrationarbitration provided that in such circumstances, Escrow Agent shall institute a petition for interpleader. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Deposit (other than in the case of Escrow FundAgent’s bad faith, Buyer and Seller willful misconduct or gross negligence), the Other Parties hereby jointly and severally agree to reimburse Escrow Agent for its reasonable attorney's attorneys’ fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Agreement or any of them in connection with the Xxxxxxxx Escrow Property or for any part of the Indemnification Escrow FundProperty, or should a substitute escrow agent fail to be designated as provided in Section 15 10(j) hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Xxxxxxxx Escrow Fund Property or the Indemnification Escrow Property, as the case may be, until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Xxxxxxxx Escrow FundProperty or the Indemnification Escrow Property, Buyer then, as between (a) the Acquiror, Xxxxxxxx and the Seller hereby jointly Representative, on the one hand and severally (b) Escrow Agent on the other, the Acquiror, Xxxxxxxx and the Seller Representative agree to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages reasonably incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligence.any disbursement hereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Agreement or any of them in connection with or for any part of the Escrow FundDeposit, or should a substitute escrow agent fail to be designated as provided in Section 15 18 hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Deposit or the taking of any other action hereunder until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved, in any event to the satisfaction of Escrow Agent, and Escrow Agent shall not in any event be or become liable for its refusal or failure to act during such period and/or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Escrow FundDeposit, Buyer and Seller the Entity hereby jointly and severally agree agrees to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Escrow Agreement or any of them in connection with or for any part of the Escrow FundDeposit, or should a substitute escrow agent fail to be designated as provided in Section 15 hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Deposit until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Deposit, then, as between (a) the Other Parties on the one hand and (b) Escrow FundAgent on the other, Buyer and Seller the Other Parties hereby jointly and severally agree to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder.

Right of Interpleader. Subject to Section 19 hereof and without waiving the same, should Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity and such controversy results in claims and demands having made by them, with respect to this Escrow Agreement or any of them in connection with or for any part of the Escrow FundSource Code, or should a substitute escrow agent fail to be designated as provided in Section 15 17 hereof, or if Escrow Agent should be in doubt as to what action to take, Escrow Agent shall have the right, but not the obligation, either to (a) withhold delivery of the Escrow Fund Source Code until the controversy is resolved or resolved, the conflicting demands are withdrawn or its doubt is resolved or (b) institute a petition for interpleader in any court of competent jurisdiction to determine the rights of the parties hereto. The parties hereto agree that to the extent such controversy is between the Buyer and Seller, such controversy shall be resolved in accordance with Section 19 and the parties hereto shall take such actions as may be necessary to cause the court in which such petition for interpleader has been filed to recognize and enforce the arbitrator's award. In the event Escrow Agent is a party to any dispute, Escrow Agent shall have the additional right to refer such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Source Code, then, as between (a) Licensor and Licensee on the one hand and (b) Escrow FundAgent on the other, Buyer Licensor and Seller Licensee hereby jointly and severally agree to reimburse Escrow Agent for its reasonable attorney's attorneys' fees and any and all other reasonable expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration except prior to the extent arising out of the Escrow Agent's willful misconduct, bad faith or gross negligenceany disbursement hereunder.