Common use of Suspension of Performance or Disbursement Into Court Clause in Contracts

Suspension of Performance or Disbursement Into Court. (a) As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Escrow Funds or any part of such Escrow Funds. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Escrow Funds and Escrow Agent shall have received written notice thereof OR (b) the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liability, claims, or damages resulting from compliance by Escrow Agent with such agreement. (b) In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Escrow Account and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its counsel. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Escrow Agreement; PROVIDED HOWEVER, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. (c) Escrow Agent shall have no liability to Sovereign, the Company, any Purchaser, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds held in the Escrow Account or any delay in or with respect to any other action required or requested of Escrow Agent. (d) The parties hereto agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds, or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.

Suspension of Performance or Disbursement Into Court. (a) As an additional consideration for If, at any time, there shall exist any dispute between the Company, Escrow Agent, any Escrow Purchaser or any other person with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the Company and as an inducement for a Majority of the Escrow Purchasers has not within 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor Escrow Agent to act hereunder, it is understood and agreed thatthen Escrow Agent may, in its sole discretion, take either or both of the event following actions: a. suspend the performance of any disagreement between the parties to of its obligations under this Escrow Agreement until such dispute or among them or any other person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent uncertainty shall be entitled to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Escrow Funds or any part of such Escrow Funds. Anything herein resolved to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure sole satisfaction of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in until a court having jurisdiction of the parties and the Escrow Funds and successor Escrow Agent shall have received written notice thereof OR been appointed (b) as the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liabilitycase may be); provided, claimshowever, or damages resulting from compliance by Escrow Agent with such agreement. (b) In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Escrow Account and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its counsel. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this continue to invest the Escrow AgreementFunds in accordance with Section 5 hereof; PROVIDED HOWEVER, that the filing and/or b. petition (by means of an interpleader action or any such legal proceedings shall not deprive Escrow Agent other appropriate method) any court of its compensation hereunder earned prior competent jurisdiction in Georgia for instructions with respect to such filing dispute or uncertainty, and discharge pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of Escrow Agent of its duties hereunder. (c) such court. Escrow Agent shall have no liability to Sovereign, the Company, any Purchaser, Escrow Purchaser or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds funds held in the Escrow Account Funds or any delay in or with respect to any other action required or requested of Escrow Agent. (d) The parties hereto agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds, or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.

Suspension of Performance or Disbursement Into Court. (a) As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Escrow Funds or any part of such Escrow Funds. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Escrow Funds and Escrow Agent shall have received written notice thereof OR or (b) the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liability, claims, or damages resulting from compliance by Escrow Agent with such agreement. (b) In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Escrow Account and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its counsel. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Escrow Agreement; PROVIDED HOWEVERprovided however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. (c) Escrow Agent shall have no liability to Sovereign, the Company, any Purchaser, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds held in the Escrow Account or any delay in or with respect to any other action required or requested of Escrow Agent. (d) The parties hereto agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds, or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.

Suspension of Performance or Disbursement Into Court. (a) As an additional consideration for and as an inducement for If, at any time, there shall exist any dispute between the Company, the Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of any portion of any Subscription or Escrow Funds or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Subscriptions or the Escrow Funds or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if the Company has not within 30 days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof appointed a successor Escrow Agent to act hereunder, it is understood and agreed thatthen the Escrow Agent may, in its sole discretion, consult legal counsel selected by it and take either or both of the event following actions: a. Suspend the performance of any disagreement between the parties to of its obligations under this Escrow Agreement until such dispute or among them or any other person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent uncertainty shall be entitled resolved to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition reasonable satisfaction of the Escrow Funds Agent or any part of such Escrow Funds. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in until a court having jurisdiction of the parties and the Escrow Funds and successor Escrow Agent shall have received written notice thereof OR been appointed (b) as the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liabilitycase may be); provided, claimshowever, or damages resulting from compliance by Escrow Agent with such agreement. (b) In that the event of a disagreement between such parties as described above, Escrow Agent shall have continue to hold the right, Subscriptions and to invest the Escrow Funds in addition to the rights described above and at the option accordance with Section 7 hereof; and/or b. Petition (by means of Escrow Agent, to tender into the registry an interpleader action or custody of any other appropriate method) any court having jurisdictionof competent jurisdiction of the state of Tennessee, for instructions with respect to such dispute or uncertainty, and pay into such court all money Subscriptions and property comprising Escrow Funds for holding and disposition in accordance with the Escrow Account instructions of such court, and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its counsel. Upon such tender, the parties hereto agree that Escrow Agent shall thereupon be discharged from all further duties under this Escrow Agreement; PROVIDED HOWEVER, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. (c) . The Escrow Agent shall have no liability to Sovereign, the Company, any Purchaser, Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds held in the Escrow Account or any delay in or with respect to any other action required or requested of the Escrow Agent. (d) The parties hereto agree that, except in the event any controversy arises under or in connection with this Escrow Agreement or instances of the Escrow FundsAgent’s bad faith, gross negligence or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigationwillful misconduct. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.

Suspension of Performance or Disbursement Into Court. If, at any time, there shall exist any dispute between the Company, the Escrow Agent, any Subscriber or any other person with respect to the holding or disposition of any portion of any Subscription or Escrow Funds or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent’s reasonable satisfaction, the proper disposition of any portion of the Subscriptions or the Escrow Funds or the Escrow Agent’s proper actions with respect to its obligations hereunder, or if the Company has not within thirty (a30) As an additional consideration for and as an inducement for days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof appointed a successor Escrow Agent to act hereunder, it is understood and agreed thatthen the Escrow Agent may, in its sole discretion, consult legal counsel selected by it and take either or both of the event following actions: a. Suspend the performance of any disagreement between the parties to of its obligations under this Escrow Agreement until such dispute or among them or any other person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent uncertainty shall be entitled resolved to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition reasonable satisfaction of the Escrow Funds Agent or any part of such Escrow Funds. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Escrow Funds or any part thereof or to otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or duly adjudicated in until a court having jurisdiction of the parties and the Escrow Funds and successor Escrow Agent shall have received written notice thereof OR been appointed (b) as the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liabilitycase may be); provided, claimshowever, or damages resulting from compliance by Escrow Agent with such agreement. (b) In that the event of a disagreement between such parties as described above, Escrow Agent shall have continue to hold the right, Subscriptions and to invest the Escrow Funds in addition to the rights described above and at the option accordance with Section 7 hereof; and/or b. Petition (by means of Escrow Agent, to tender into the registry an interpleader action or custody of any other appropriate method) any court having jurisdictionof competent jurisdiction of the state of Tennessee, for instructions with respect to such dispute or uncertainty, and pay into such court all money Subscriptions and property comprising Escrow Funds for holding and disposition in accordance with the Escrow Account instructions of such court, and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent or its counsel. Upon such tender, the parties hereto agree that Escrow Agent shall thereupon be discharged from all further duties under this Escrow Agreement; PROVIDED HOWEVER, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties hereunder. (c) . The Escrow Agent shall have no liability to Sovereign, the Company, any Purchaser, Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of Escrow Funds held in the Escrow Account or any delay in or with respect to any other action required or requested of the Escrow Agent. (d) The parties hereto agree that, except in the event any controversy arises under or in connection with this Escrow Agreement or instances of the Escrow FundsAgent’s bad faith, gross negligence or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigationwillful misconduct. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.