Common use of Stakeholder Clause in Contracts

Stakeholder. It is acknowledged that the Escrow Agent is acting as a stakeholder only with respect to the Exxxxxx Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Exxxxxx Money or as to whom the Exxxxxx Money is to be delivered following the expiration of the Due Diligence Period, the Escrow Agent may refuse to make any delivery and may continue to hold the Exxxxxx Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Purchaser, directing the disposition of the Exxxxxx Money, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Exxxxxx Money in a court of competent jurisdiction located in the City of New York, State of New York pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to be entitled to the Exxxxxx Money. Upon making delivery of the Exxxxxx Money in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.

Stakeholder. It is acknowledged that the Escrow Agent is acting as a stakeholder only with respect to the Exxxxxx Xxxxxxx Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Exxxxxx Xxxxxxx Money or as to whom the Exxxxxx Xxxxxxx Money is to be delivered following the expiration of the Due Diligence Perioddelivered, the Escrow Agent may refuse to make any delivery and may continue to hold the Exxxxxx Xxxxxxx Money until receipt by the Escrow Agent of an authorization in writing, signed by both Seller and Purchaser, directing the disposition of the Exxxxxx Xxxxxxx Money, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Exxxxxx Xxxxxxx Money in a court of competent jurisdiction located in the City of New York, State of New York pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to be entitled to the Exxxxxx Xxxxxxx Money. Upon making delivery of the Exxxxxx Xxxxxxx Money in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.

Stakeholder. It is acknowledged that the Escrow Agent is acting as a stakeholder only with respect to the Exxxxxx Money. If there is any dispute as to whether the Escrow Exxxxx Agent is obligated to deliver the Exxxxxx Money or as to whom the Exxxxxx Money is to be delivered following the expiration of the Due Diligence Perioddelivered, the Escrow Agent may refuse to make any delivery and may continue to hold the Exxxxxx Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Sxxxxx and Purchaser, directing the disposition of the Exxxxxx Money, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of notice to the Escrow Agent of such dispute, the then Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Exxxxxx Money in a court of competent jurisdiction located in the City of New York, State of New York pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to be entitled to the Exxxxxx Money. Upon making delivery of the Exxxxxx Money in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.

Stakeholder. It is acknowledged that the Escrow Agent is acting as a stakeholder only with respect to the Exxxxxx MoneyEarnxxx Xxxey. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Exxxxxx Money Earnxxx Xxxey or as to whom the Exxxxxx Money Earnxxx Xxxey is to be delivered following the expiration of the Due Diligence Perioddelivered, the Escrow Agent may refuse to make any delivery and may continue to hold the Exxxxxx Money Earnxxx Xxxey until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Purchaser, directing the disposition of the Exxxxxx MoneyEarnxxx Xxxey, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty sixty (3060) days of notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Exxxxxx Money Earnxxx Xxxey in a court of competent jurisdiction located in the City of New York, State of New York pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ ' fees and disbursements, by the party determined not to be entitled to the Exxxxxx MoneyEarnxxx Xxxey. Upon making delivery of the Exxxxxx Money Earnxxx Xxxey in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.. [SIGNATURE PAGES AND EXHIBITS TO FOLLOW] SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE

Stakeholder. It is acknowledged that the Escrow Agent is acting as a stakeholder only with respect to the Exxxxxx Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Exxxxxx Money or as to whom the Exxxxxx Money is to be delivered following the expiration of the Due Diligence Period, the Escrow Agent may refuse to make any delivery and may continue to hold the Exxxxxx Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller the Sellers and Purchaser, directing the disposition of the Exxxxxx Money, or, in the absence of such written authorization, until final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Exxxxxx Money in a court of competent jurisdiction located in the City of New York, State of New York pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to be entitled to the Exxxxxx Money. Upon making delivery of the Exxxxxx Money in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.